డైరెక్టర్ల నివేదిక Crane Infrastructure Ltd.

Mar 31, 2025

The directors submit 17^th annual report of Crane Infrastructure Limited along with the audited
financial statements for the financial year ended March 31, 2025.

STANDALONE FINANCIAL RESULTS:

Particulars	2024-25 (Rs.in lacs)	2023-24 (Rs.in lacs)
Revenue from Operations & Other Income	137.15	355.39
Profit/(Loss) Before Interest & Depreciation	98.2	200.29
Interest	-	-
Depreciation	13.16	13.16
Profit before exceptional and extraordinary items	85.04	187.13
Profit/ (Loss) before Tax	85.04	187.13
Income Tax-(Current Tax)	18.68	42.16
Profit (Loss) after Taxation	66.36	144.97
EPS-Basic	0.92	2.00
EPS-Diluted	0.92	2.00

Dividend

The management wants that the profits
earned during the financial year will be
retained and redeployed for the operations
of the Company. As the Company needs
further funds to enhance its business
operations, upgrade the efficiency. No
dividend is being recommended by the
Directors for the Financial Year 2024-25.

Transfer to reserves

The Company proposes to retain an
amount of Rs. 66.36 lakhs in the profit
and loss account.

Share Capital

The paid up Equity Share Capital as on
31st March, 2025 was Rs. 7,24,20,000.
The Company has not issued shares with
differential voting rights nor granted stock
options nor sweat equity.

Company''s performance

During the Year under review revenue
from operations for the financial year
2024-25 was 137.12 and for the previous
financial year 2023-24 was Rs.353.11
lakhs and it was decreased by (61.16 % )
over the previous.. Profit Before tax (PBT)
for the financial year 2024-25 was
Rs.85.04 Lakhs and for the previous
financial year 2023-24 was 187.13, it was

decreased by (54.55 %) over last year.
Profit After tax (PAT) for the financial
year 2024-25 was Rs.66.36 Lakhs and for
the previous financial year 2023-24 was
144.97.it was decreased by (54.22%) over
the last year. In the previous financial year
due to sale of the land inventory, the
revenue and profit of the company
increased significantly.

Opportunities & Industry out Look

The real estate is the second largest
employer after agriculture and is slated to
grow at 30% over the next decade. The
real estate sector comprises of four sub
sectors - housing, retail, hospitality, and
commercial. The growth of this sector is
well complemented by the growth of the
corporate environment and the demand for
office space as well as urban and semi¬
urban accommodations. The construction
industry ranks third among the 14 major
sectors in terms of direct, indirect and
induced effects in all sectors of the
economy. The global warehousing and
storage industry has witnessed significant
growth during the last five years. The
Indian warehousing industry is set to grow
at a CAGR of 8%-10% and modern
warehousing at 25%- 30% over the next 5
years due to various factors including the

anticipated increase in global demand,
growth in organized retail and increasing
manufacturing activities, presence of
extremely affordable and desirable e-
commerce options and growth in
international trade. The Government of
India along with the governments of the
respective states have taken several
initiatives to encourage the development in
the sector. The Smart City Project, where
there is a plan to build 100 smart cities, is
a prime opportunity for the real estate
companies. While Goods and Services Tax
(GST) continues to remain in a state where
several loose ends still need to be tied up,
logistics companies - both domestic and
global, are not just bullish about the sector
but are actively making investment plans
for the coming fiscals as well. It may
increase the demand of hi-tech large
modern Warehouses, Logistics Parks etc.
As India awaits policy reforms to pick up
speed, your Company firmly believes that
the demand for Real Estate &
Warehousing in India should remain
strong in the medium to long term.

Management Discussion & Analysis

A detailed Management Discussion and
Analysis forms part of this annual report,
which is attached to this Report in
Annexure II

Extract Of the Annual Return

Pursuant to Section 92(3) read with
Section 134(3) (a) of the Act, the Annual
Return as on March 31, 2025 is available
on the company’s website on

https://craneinfrastructure.com

Directors’ responsibility statement

Pursuant to Section 134(5) of the
Companies Act, 2013, the board of
directors, to the best of their knowledge
and ability, confirm that:

i. in the preparation of the annual
accounts, the applicable accounting
standards have been followed and there
are no material departures.

ii The directors had selected such
accounting policies and applied them
consistently and made judgments and
estimates that are reasonable and prudent
so as to give a true and fair view of the
state of affairs of the Company at the end
of the financial year and of the profit 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;

v. The directors had laid down internal
financial controls to be followed by the
Company and such internal financial
controls are adequate and 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.

Changes among Directors and key
managerial personnel

i. Mr.Ragav Kaliappan (Din: 02185155) was
appointed as non-executive independent
director by the board of the company on the
recommendation of the Nomination and
Remuneration Committee for a period of five
years. The Board has opinion that it is very
much beneficial to the company and therefore
it is desirable to appoint and avail his services
as an Independent Director. Accordingly, it
appointed Sri Ragav Kaliappan (Din:
02185155) as an Independent Director of the
Company, not liable to retire by rotation and
to hold office with effect from 29-08-2024 to
28-08-2029 for the first term of 5 (five)
consecutive years to the Board of the

Company and proposed for shareholders’
approval. The shareholders approved his
appointment in the 32nd annual general
meeting held on 27-09-2024 as an
Independent Director of the Company, not
liable to retire by rotation and to hold office
with effect from 29-08-2024 to 28-08-2029 for
the first term of 5 (five) consecutive years.

ii. Mr.Venkata Santhi Kumar.N (Din:
08949327) who was a non-executive
independent director of the company and who
was initially appointed in the board meeting of
30-08-2022 and later shareholders approved
the same appointment in their annual general
meeting on 26-9-2022 for a period of five
years since 30-08-2022 to 30-08-2027, was
resigned from his office/designation of non¬
executive independent director as on 11-09-24
due to his personal reasons.

iii. Re Appointment of Mr.Kothuri
Praveen (Din:07143744) as an
executive Director of the company and
Key Managerial Personnel (KMP),who
was reappointed in the board meeting
held on 29-03-2020 for a period of five
years since 31-03-2020 to 30-03-2025
and proposed same to the members for
their approval and same was approved
in their meeting held on 30-09-2020
and now as said his office was expired
on 31-03-2025, and board of directors

in their meeting held on 29-03-2025
appointed another period of Five (5)
years with effect from 31^st March 2025
to 30th March 2030 Subject to the
approval of members since his expertise
in various business fields like marketing
and finance etc.

iv. Re-Appointment of Sri CH.VSS
Kishore Kumar, Director of the company
(Din:01823606)as the Chief Financial
Officer (CFO) of the Company and
designated as Key Managerial Personnel
(KMP) of the company who was
reappointed in the board meeting held
on 29-03-2020 for a period of five years
since 31-03-2020 to 30-03-2025 and
whose office was expired on 30-03¬
2025, now as said his office was
expired on 30-03-2025, and board of
directors in their meeting held on 29¬
03-2025 appointed another period of
Five (5) years with effect from 31^st
March 2025 to 31^st March 2030 since
his expertise in the fields finance,
costing etc.

v. Retirement of Sri Bhaskara Rao Potti
(Din:01846243) who is a non-executive
Independent Director of the company
who was re-appointed by the members

of the company in the 12^th AGM held on
30-09-2020 for a period starting since
1-10-2020 to 30-03-2025.Hence he was
retired on 30-03-2025.

Directors Retired according to the
“Directors Liable to retire by Rotation”

I. Re appointment of Mr.GVSL Kantha Rao
(DIN: 01846224),director liable to retire by
rotation under the Articles of Association
of the Company, in 16^th Annual General
Meeting and being eligible, offer himself
for reappointment as Director. The
Shareholders approved his re-appointment
as a Director of the company at 16^th
Annual General Meeting of the company
held on 27.09.2024.

Directors Liable to Retire by Rotation
In the ensuing Annual General
Meeting:

Smt. Himaha Manepalli (DIN:
06505782),director liable to retire by
rotation in ensuing Annual General
Meeting being eligible, offer herself for
reappointment as a Director. The Board
recommends her re-appointment.

Meetings of the Board

During the Financial year 2024-25 eight
meetings of the board were held on the
following dates: 30-05-2024, 07-08-2024,
29-08-2024,11-09-224,19-09-2024,13-11-

2024, 12-02-2025 and 29-03-2025 with a gap
between not exceeding the period of 120
days between any of the two meetings as
prescribed under the Act and all the
members were present at the above
meetings, so the necessary quorum was
present for all the meetings.

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 and
the corporate governance requirements as
prescribed by Securities and Exchange
Board of India (“SEBI”) under regulation
27 of the SEBI(LODR) Regulations
2015.The performance of the Board was
evaluated by the Board after seeking
inputs from all the directors on the basis of
the criteria such as the Board composition
and structure, effectiveness of board
processes, 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 the criteria such as the
composition of committees, effectiveness
of committee meetings, etc.

The Board and the Nomination and
Remuneration Committee reviewed the
performance of the individual directors on

the basis of the criteria such as the
contribution of the individual director to
the Board and committee meetings like
preparedness on the issues to be discussed,
meaningful and constructive contribution
and inputs in meetings, etc. In addition,
the Chairman was also evaluated on the
key aspects of his role.

In a separate meeting of independent
Directors, performance of non¬
independent directors, performance of the
board as a whole and performance of the
Chairman was evaluated, taking into
account the views of executive directors
and non-executive directors. The same
was discussed in the board meeting that
followed the meeting of the independent
Directors, at which the performance of the
Board, its committees and individual
directors was also discussed.

vi. During the year two separate meetings
of the independent directors were held on
31-05-2024 , and 28-03-2025 inter-alia to
review the performance of non¬
independent directors and the board as a
whole.

vii. The Board periodically reviews
compliance reports of all laws applicable
to the Company, prepared by the
Company.

Relationships between directors inter-se
Except the Two Independent Directors all
the other directors of the company are
having relationship with each other. i.e
relatives.

i. Observations of Board evaluation
carried out for the year: Nil

ii. Previous Years observations and actions
taken: Nil

iii. Proposed actions based current year
Observations: Nil

Policy on directors’ appointment and
remuneration and other details

The current policy is to have an
appropriate mix of executive and
independent directors to maintain the
independence of the Board, and separate
its functions of governance and
management. As on March 31, 2025, the
Board consists of six members, two of
them are 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 a
director and other matters provided under
Sub-section (3) of section 178 of the
Companies Act, 2013, adopted by the
Board is recommended by the Nomination

and Remuneration Committee. We affirm
that the remuneration paid to the directors
is as per the terms laid out in the
nomination and remuneration policy of the
Company.

Audit committee:

A. Brief description of terms of
reference

The Terms of Reference of this
committee cover the matters specified
for Audit Committee under Section 177
of the Companies Act,
2013SEBI(LODR) Regulations 2015
and as follows:

a. Oversight of the Company’s
financial reporting process and the
disclosure of its financial
information to ensure that the
financial statement is correct,
sufficient and credible.

b. Recommending the appointment
and removal of external auditor,
fixation of audit fee and also
approval for payment for any other
services.

c. Reviewing with management the
annual financial statements before

submission to the Board, focusing
primarily on:

> Any changes in accounting
policies and practices

> Major accounting entries based
on exercise of judgment by
management

> Qualifications in draft Auditors’
Report

> Significant adjustments arising
out of audit

> The going concern assumption

> Compliance with stock

exchange and legal
requirements concerning

financial statements

> Any related party transactions

i.e. transactions of the company
of material nature, with
promoters or the management,
their subsidiaries or relatives
etc., that may have potential
conflict with the interests of the
Company at large.

d. Reviewing the adequacy of internal
audit function, including the
structure of the internal audit
department, staffing and seniority
of the official heading the
department, reporting structure

coverage and frequency of internal
audit.

e. Discussion with internal auditors
of any significant findings and
follow up there on.

f. Reviewing the findings of any
internal investigations by the
internal auditors into matters where
is suspected fraud or irregularity
or a failure of internal control
systems of a material nature and
reporting the matter to the board

g. Discussion with external auditors,
before the audit commences, the
nature and scope of audit as well as
have post audit discussion to
ascertain any area of concern.

h. Reviewing the Company’s
financial and risk management
policies.

i. Reviewing with the management,
external and internal auditors, and
the adequacy of internal control
systems.

j. Other matters as assigned/specified
by the Board from time to time.

k. The scope of the Audit Committee
also includes matters which are set
out in SEBI (LODR) Regulations
2015, read with Section 177 of the
Companies Act, 2013 and the rules

made there under, as amended
from time to time.

B. Composition, Meetings and
Attendance during the year :

The Audit Committee comprises of
total three Non-Executive Directors
in which two are Independent
Directors and one director is non
executive non independent director
(woman director). The committee
comprises as follows:

1. Mr.Venkata Nageswara Rao.K (Chairman)

2. *Mr. Santhi Kumar.N -Member

3. Mrs.M. Himaja- Member

4. # Ragav Kaliappan-Member

On 19-09-2024 reorganization of the
committees was happened, since
*Mr.Santhi Kuamr.N resigned from his office
of Independent Directorship as on 11 -09-2024
which resulted automatic vacation from the
post of member of the committee.

# Mr.Ragav Kaliappan Non-Executive
independent Director was appointed as the
member of the audit committee on 19-09¬
2024.

The details of meetings and attendance of
its members are given below:

Name	Category	Number of meetings during the financial year 2024-25
		Held	Attended
Mr.Venkata Nageswara Rao.K	Non¬ Executive Independent Director	5	5
*Mr. Santhi Kumar.N	Non¬ Executive Independent Director	5	2
M.Himaja	Non¬ Executive Director	5	5
#Ragav Kaliappan	Non¬ Executive Independent Director	5	3

Five Audit committee meetings were held
during the year and the gap between two
meetings had not exceeded 120 days. The
dates on which the said meetings were
held on 30-05-2024, 07-08-2024, 19-09¬
2024, 13-11-2024 and 12-02-2025.The

necessary quorum was present for all the
meetings.

*Mr.Santhi Kumar who was the then member
of the committee before his resignation and re
organization of the committee, total two audit
committee meetings were held and he attended
all the meetings.

#Mr.Ragav Kaliappan who is the member of
the committee, after his appointment total
three audit committee meetings were held and
he attended all of the meetings.

Nomination and Remuneration
Committee (NRC)

(a) Terms of Reference

The Company had constituted the
Nomination and Remuneration Committee
under Section 178 of the Companies Act,
2013

The broad terms of reference are to
determine and recommend to Board,
Compensation payable to Executive
Directors, appraisal of the performance of
the Managing Directors / Whole-time
Directors and to determine and advise the
Board for the payment of annual
commission/compensation to the Non¬
Executive Director and to recommend to
the Board appointment/ reappointment and
removal of Directors. To frame criteria for

determining qualifications, positive
attributes and Independence of Directors
and to create an evaluation framework for
Independent Directors and the Board.
The scope of the Committee also includes
matters which are set out in SEBI (LODR)
Regulations 2015 and the rules made there
under, as amended from time to time

(b) Composition, Meetings and
Attendance during the year

The Nomination and Remuneration
Committee comprises of total three Non¬
Executive Directors in which two are
Independent Directors and one director is
non executive non independent director
(woman director).

.The committee comprises as follows:

1. Mr.Venkata Nageswara Rao.K (Chairman)

2. *Mr. Santhi Kumar.N -Member

3. Mrs.M. Himaja- Member

4. # Ragav Kaliappan-Member

On 19-09-2024 reorganization of the
committees was happened, since
*Mr.Santhi Kuamr.N resigned from his office
of Independent Directorship as on 11 -09-2024
which resulted automatic vacation from the
post of member of the NRC committee.

# Mr.Ragav Kaliappan Non-Executive
independent Director was appointed as the
member of the NRC committee on 19-09¬
2024.

The details of meetings and attendance of
its members are given below:

Name	Category	Number of meetings during the financial year 2024-25
		Held	Attended
Mr.Venkata Nageswara Rao.K	Non¬ Executive Independent Director	5	5
*Mr. Santhi Kumar.N	Non¬ Executive Independent Director	5	2
M.Himaja	Non¬ Executive Director	5	5
#Ragav Kaliappan	Non¬ Executive Independent Director	5	3

Five Audit committee meetings were held
during the year and the gap between two
meetings had not exceeded 120 days. The
dates on which the said meetings were
held on 30-05-2024, 07-08-2024, 19-09¬
2024, 13-11-2024 and 12-02-2025.The
necessary quorum was present for all the
meetings.

*Mr.Santhi Kumar who was the then member
of the committee before his resignation and re
organization of the committee, total two NRC
committee meetings were held and he attended
all the meetings.

#Mr.Ragav Kaliappan who is the member of
the committee, after his appointment total
three NRC committee meetings were held and
he attended all of the meetings.

(c) Selection and Evaluation of
Directors:

The Board has based on recommendations
of the Nomination and Remuneration
Committee, laid down following policies:

1. Policy for Determining Qualifications,
Positive Attributes and Independence of a
Director

2. Policy for Board & Independent
Directors’ Evaluation

(d) Performance Evaluation of Board,
Committees and Directors

Based on the criteria laid down in the
Policy for evaluation of Board and
Independent Directors, the Board carried
out the annual performance evaluation of
Board Committees and the Independent
Directors, whereas at a separate meeting,
Independent Directors evaluated the
performance of Executive Directors,
Board as a whole and of the Chairman.
Nomination and Remuneration Committee
also evaluated individual directors’
performance.

i) As per the said Policy, evaluation
criteria for evaluation Board inter alia
covers: Composition in light of business
complexities and statutory requirements;
establishment of vision, mission,
objectives and values for the Company;
laying down strategic road map for the
Company & annual plans; growth attained
by the Company; providing leadership and
directions to the Company and employees;
effectiveness in ensuring statutory
compliances and discharging its duties /
responsibilities towards all stakeholders;
Identification, monitoring & mitigation of
significant corporate risks; composition of
various committees, laying down terms of
reference and reviewing committee’s
working etc.

ii) Performance evaluation criteria for
Executive Directors inter alia include:
level of skill, knowledge and core
competence; performance and
achievement vis-a-vis budget and
operating plans; Effectiveness towards
ensuring statutory compliances;
discharging duties/responsibilities towards
all stakeholders; reviewing/monitoring
Executive management performance,
adherence to ethical standards of integrity
& probity; employment of strategic
perception and business acumen in critical
matters etc.

iii) Performance of Independent Directors
is evaluated based on: objectivity &
constructively while exercising duties;
providing independent judgment on
strategy, performance, risk management
and Board’s deliberations; devotion of
sufficient time for informed decision
making; exercising duties in bona fide
manner; safeguarding interests of all
stakeholders, particularly minority
shareholders; upholding ethical standards
of integrity & probity; updating
knowledge of the Company & its external
environment etc

iv) Committees of the Board are evaluated
for their performance based on:
effectiveness in discharging duties and
functions conferred; setting up and
implementation of various policies,
procedures and plans, effective use of
Committee’s powers as per terms of
reference, periodicity of meetings,
attendance and participation of committee
members; providing strategic guidance to
the Board on various matters coming
under committee’s purview etc

(e) Remuneration Policy for Directors:

The Committee has formulated Policy for
Remuneration of Directors, KMP & other
employees. As per the Policy,
remuneration to Non-executive
Independent Directors includes:

a. Sitting Fees for attending meetings of
the Board as well as Committees of the
Board, as decided by the Board within the
limits prescribed under the Companies
Act.

b. Travelling and other expenses they
incur for attending to the Company’s
affairs, including attending Committee and
Board Meetings of the Company. ¹

The appointment and remuneration of
Executive Directors including Managing
Director, Joint Managing Director and
Whole Time Director is governed by the
recommendation of the Remuneration and
Nomination Committee, resolutions
passed by the Board of Directors and
Shareholders of the Company. The
remuneration package of Managing
Director, Joint Managing Director and
Whole Time Director comprises of salary,
perquisites, allowances and other
retirement benefits as approved by the
shareholders at the General Meetings of
the Company.

• Remuneration to Non-Executive
Directors:

The Non-Executive Directors are paid
remuneration by way of Sitting Fees. The
Non Executive Directors are paid sitting
fees for each meeting of the Board and
Committee of Directors attended by them.

Stakeholders’ Relationship

Committee (SRC):

The Company has a stakeholders’
relationship committee of directors to look
into the redressal of complaints of
investors.

i. The stakeholder’s relationship
committee of the Company is
constituted in line with the
provisions of read with Section 178
of the Companies Act and
Regulation 20 of the SEBI (LODR)
Regulations 2015.

Composition, Meetings and Attendance
during the year

The Committee comprises of total three
Non-Executive Directors in which two are
Independent Directors and one director is
non-executive non independent director
(woman director).

1. Mr.Venkata Nageswara Rao.K (Chairman)

2. ¹Mr. Santhi Kumar.N -Member

3. Mrs.M. Himaja- Member

4. # Ragav Kaliappan-Member

On 19-09-2024 reorganization of the
committees was happened, since
*Mr.Santhi Kuamr.N resigned from his office
of Independent Directorship as on 11 -09-2024
which resulted automatic vacation from the
post of member of the SRC committee.

# Mr.Ragav Kaliappan Non-Executive
independent Director was appointed as the

member of the SRC committee on 19-09¬
2024.

The details of meetings and attendance of
its members are given below:

Name	Category	Number of meetings during the financial year 2024-25
		Held	Attended
Mr.Venkata Nageswara Rao.K	Non¬ Executive Independent Director	6	6
*Mr. Santhi Kumar.N	Non¬ Executive Independent Director	6	2
M.Himaja	Non¬ Executive Director	6	6
#Ragav Kaliappan	Non¬ Executive Independent Director	6	4

Six Stake Holders Relationship Committee
meetings were held during the year and the
gap between two meetings had not
exceeded 120 days. The dates on which
the said meetings were held on 30-05-

2024,03-07-2024,19-09-2024,15-10-2024
26-12-2024 and 12-02-2025. The
necessary quorum was present for all the
meetings.

*Mr.Santhi Kumar who was the then member
of the committee before his resignation and re
organization of the committee, total two SRC
committee meetings were held and he attended
all the meetings.

#Mr.Ragav Kaliappan who is the member of
the committee, after his appointment total four
SRC committee meetings were held and he
attended all of the meetings.

Particulars of Employees and Related
Disclosures

The information required under Section 197
of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are
given below

a. The ratio of the remuneration of each
director to the median remuneration of the
employees of the Company for the
financial year: NIL

During the financial year 2024-25 The
Company has not paid any remuneration
to Non- Executive Directors

b. The percentage increase in
remuneration of each director, chief
executive officer, chief financial officer,
company secretary in the financial year:
Nil

c. The percentage increase in the median
remuneration of employees in the financial
year: Nil

d. The number of permanent employees on
the rolls of Company: 1

e. Average percentile increase already
made in the salaries of employees other
than the managerial personnel in the last
financial year and its comparison with the
percentile increase in the managerial
remuneration and justification thereof and
point out if there are any exceptional
circumstances for increase in the
managerial remuneration: Nil

Revenue Rs.137.12 Lakhs

Remuneration of KMPs as a percentage
of revenue: 2.18%

f. Variations in the market capitalization of
the Company, price earnings ratio as at the
closing date of the current financial year
and previous financial year.

Particulars	March 31,2025	March 31, 2024	% Change
Market Capitalizati on	14,01,32, 700	14,69,40 ,180	(4.63)
Price Earnings Ratio	21.0	10.14	107.10

Increase in the managerial remuneration
for the year was: Nil

There were no exceptional circumstances
for increase in the managerial
remuneration

g. Comparison of each remuneration of the
key managerial personnel against the
Performance of the Company:

Remuneration in FY	3.00Lakhs
2024-25
Revenue	Rs.137.12 Lakhs

Remuneration (% of Revenue)	2.18
Profit before Tax	Rs. 85.04 Lakhs
Remuneration (as % of PBT)	3.52

h. Affirmation that the remuneration is as
per the remuneration policy of the
Company:

The Company affirms remuneration is as
per the remuneration policy of the
Company.

i. The statement containing particulars of
employees as required under Section
197(12) of the Act read with Rule 5(2) of
the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014: NA

Statement on Declaration Given By
Independent Directors:

In terms with Section 149 (7) of the
Companies Act, 2013, All the Independent
Directors of the Company have declared
that they meet the criteria of Independence
in terms of Section 149(6) of the
Companies Act, 2013 and SEBI (LODR)
regulations, 2015. Hence that there is no
change in status of Independence.

It is confirmed that Independent Directors
have complied with the Code for

Independent Directors prescribed in
Schedule IV to the Act web link where
details of familiarisation programmes
imparted to independent directors is

disclosed: https://craneinfrastructure.com

Meetings of the Independent Directors

During the year under review, two
meetings of independent directors were
held on 31-05-2024, and 28-03-2025 in
compliance with the requirements of
schedule IV of the companies act,
2013.The Independent Directors at the
meeting, inter alia, reviewed the

Performance of Non-Independent
Directors and Board as a whole.

Performance of the Chairperson of the
Company, taking into account the views of
Managing Director and Non-Executive
Directors and Assessed the quality,
quantity and timeliness of flow of
information between the Company
Management and the Board that is
necessary for the Board to effectively and
reasonably perform their duties.

Auditors

Pursuant to the provisions of Section 139
of the Act and the rules framed there under
M/s Pundarikakshyam & Associates (ICAI

Registration No.0011330S)., Chartered
Accountants, as statutory auditors of the
company for a period of five consecutive
years from the conclusion of 13^th annual
general meeting of the company held on
30-09-2021,till the conclusion of 18^th
annual general meeting to be held in the
year 2026,for this the share holders of the
company had given their consent by way
ordinary resolution in the annual general
meeting held on 30-09-2021.

In accordance with the Companies
Amendment Act, 2017, enforced on 7th
May, 2018 by the Ministry of Corporate
Affairs, the appointment of Statutory
Auditors is not required to be ratified at
every Annual General Meeting. The
Report given by the Auditors on the
financial statement of the Company is part
of this Report.

Auditors report

There has been no qualification,
reservation, adverse remark or disclaimer
given by the Auditors in their Report.
Auditors report is given as an Annexure-
V which forms part of this report.

The statutory auditors of the company
have not reported any fraud as specified
under the second provision of section
143(12) of the companies act 2013

(including any statutory modification(S) or
re-enactment(S) for the time being in
force.

Secretarial Auditors

Pursuant to provisions of Section 204 of
the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules 2014, your Company engaged the
services of M/s. K. Srinivasa Rao&
Nagaraju Associates; Company Secretaries
in Practice, Vijayawada has conducted the
Secretarial Audit of the Company for the
financial year ended March 31, 2025.

Secretarial Audit Report:

The detailed reports on the Secretarial
Audit in Form MR- 3 are appended as an
Annexure VI to this Report. There were no
qualifications, reservations or adverse
remarks given by Secretarial Auditors of
the Company. Nil

Clarifications if any on Secretarial
Audit report or annual secretarial
compliance report: Nil

Cost Audit

Cost Audit was not applicable to the
Company for the Financial Year 2024-25.

Risk management

The Board of the Company has formed a
risk management committee to frame,
implement and monitor the risk
management plan for the Company. The
committee is responsible for reviewing the
risk management plan and ensuring its
effectiveness. The audit committee has
additional oversight in the area of financial
risks and controls. Major risks identified
by the businesses and functions are
systematically addressed through
mitigating actions on a continuing basis.
The development and implementation of
risk management policy has been covered
in the management discussion and
analysis, which forms part of this report.

Particulars of loans, guarantees and
investments

There were no loans, guarantees and
investments made during the financial
year.

Transactions with related parties

None of the transactions with related
parties falls under the scope of Section
188(1) of the Act. Information on

transactions with related parties pursuant
to Section 134(3)(h) of the Act read with
rule 8(2) of the Companies(Accounts)
Rules, 2014 are given in Annexure I in
Form AOC-2 and the same forms part of
this report.

Corporate social responsibility

Your Directors are pleased to inform that
the provisions of section 135 of the Act,
read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not
applicable to the Company.

Deposits from public

The Company has not accepted any
deposits from public and as such, no
amount on account of principal or interest
on deposits from public was outstanding
as on the date of the balance sheet.

Un-secured loans taken from the
Directors

During the year the company has not
received any un- secured loans from the
directors.

Internal financial control systems and
their adequacy

Based on the framework of internal
financial controls and compliance systems

established and maintained by the
Company, work performed by the internal,
statutory and secretarial auditors and
external consultants and the reviews
performed by management and the
relevant board committees, including the
audit committee, the board is of the
opinion that the Company’s internal
financial controls were adequate and
effective during the financial year 2024¬
25.

Conservation of energy, technology
absorption, foreign exchange earnings
and outgo Conservation of energy:

CIL continues to work on reducing carbon
footprint in all its areas of operations
through initiatives like

(a) green infrastructure,

(b) Procurement of renewable energy
through onsite solar power generating
units. CIL continues to add LEED certified
green buildings to its real estate portfolio,
but during the year no Procurement of
renewable energy through onsite solar
power generating units were made.

Technology absorption, adaption and
innovation:

The Company endeavour’s to adopt the
using of latest technologies for improving
the productivity and quality of its services,

but during the year no new technology
absorption, adaption and innovation was
made.

Foreign exchange earnings and outgo

Foreign exchange earnings and outgo
Export in financial year 2024-25: Nil

Material changes and commitments, if
any, affecting the financial position of
the company which have occurred
between the end of the financial year of
the company to which the financial
statements relate and the date of the
report:

No material changes and commitments
affecting the financial position of the
Company occurred between the end of the
financial year to which this financial
statements relate on the date of this report.

Significant and material orders passed
by the regulators or courts or tribunals
impacting the going concern status of
the company.

There are no significant and material
orders passed by the Regulators or Courts
or Tribunals which would impact the
going concern status of the Company

Prevention of Sexual Harassment of
Women at Workplace

Your directors confirm that the company
has adopted a policy regarding the
prevention of sexual harassment of women
at work place and has constituted Internal
Complaints Committees (ICC) asper the
requirement of The Sexual Harassment of
Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘Act’)
and Rules made there under, your
Company.

(i) number of complaints filed during the
financial year; Nil

(ii) number of complaints disposed of
during the financial year; Nil

(iii) number of complaints pending as at
the end of the financial year: Nil

Human resources

Your Company treats its “human
resources” as one of its most important
assets. Your Company continuously
invests in attraction, retention and
development of talent on an ongoing basis.
A number of programs that provide
focused people attention are currently
underway. Your Company thrust is on the
promotion of talent internally through job
rotation and job enlargement.

Report on Corporate Governance

Your Directors are pleased to inform that
as per SEBI Amended Circular No.
CIR/CFD/POLICY CELL/7/2014 dated
September 15, 2014, compliance with the
provisions of Corporate Governance was
not be mandatory for the Company for the
financial year 2024-25.

Vigil Mechanism

The company had set up vigil mechanism
to enable the employees and directors to
report genuine concerns and irregularities,
if any in the company, noticed by them.
The Whistle Blower Policy/ vigil
mechanism (as amended) has been posted
on the Website of the Company
(https://craneinfrastructure.com) and also
given as Annexure III in this report.

Transfer of Amounts to Investor
Education and Protection Fund

Your Company did not have any funds
lying unpaid or unclaimed for a period of
seven years. Therefore there were no funds
which were required to be transferred to
Investor Education and Protection Fund
(IEPF).

Details of Demat suspense account and
unclaimed suspense account: Nil

Disclosures pertaining to the sexual
harassment of women at workplace
(prevention, prohibition and redressal)
act, 2013 :

Your directors confirm that the Company
has adopted a policy for prevention of
Sexual Harassment of Women at
workplace and has set up Committee for
implementation of said policy. Your
directors confirmed that the Company has
complied with provisions relating to the
constitution of Internal Complaints
Committee under the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the year Company has not received
any complaint of harassment.

(a)		A statement that	The
		the company	Company
		has complied	has
		with provisions	constituted
		relating to the	an Internal
		constitution of	Complaints
		Internal	Committee.
		Complaints	Regular
		Committee	monitoring
		under the	is ensured by
		Sexual	the
		Harassment of	committee.
		Women at	During the
		Workplace	year under
		(Prevention,	review, no
		Prohibition and	complaint
		Redressal) Act,	was filed
		2013	under the aforesaid Act.
	(i)	Number of	NIL - since
		Sexual	no cases
		Harassment	during the

		Complaints received	year
	(ii)	Number of Sexual Harassment Complaints disposed off	NIL - since no cases during the year
	(iii)	Number of Sexual Harassment Complaints pending beyond 90 days	NIL - since no cases during the year

(j) Number of employees as on the
closure of financial year:

Female	1
Male	0
Transgender	0

Affirmation on Compliance with the
Maternity Benefit Act, 1961

In accordance with the provisions
introduced under the Companies
(Accounts) Second Amendment Rules,
2025, the Board of Directors hereby
affirms that the Company has duly
complied with all applicable requirements
under the Maternity Benefit Act, 1961, as
amended.

The Company remains steadfast in its
commitment to fostering an equitable,
inclusive, and legally compliant
workplace. In furtherance of this, all

benefits mandated under the Act—such as
paid maternity leave, medical bonus,
prescribed nursing breaks, and provision
of creche facilities in eligible

establishments—have been implemented
in both letter and spirit.

The Board recognizes that adherence to
the Maternity Benefit Act is not merely a
statutory obligation, but also a reflection
of the Company’s broader ethos of
safeguarding employee welfare, promoting
work-life balance, and supporting women
in the workforce through all stages of
maternity and motherhood.

Public Deposits:

During the year under review, your
Company has not accepted any deposit
within the meaning of Sections 73 and 74
of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits)
Rules, 2014 (including any statutory
modification(s) or re-enactment(s) for the
time being in force).

The Company has not invited or accepted
any deposits from the public or its
members;

i. No amount has been received by
the Company that would be classified as a
‘deposit’ under the said provisions;

ii. There were no outstanding deposits
as on the date of the Balance Sheet;

iii. There has been no default in
repayment of deposits or in payment of
interest thereon;

iv. The Company has not accepted any
deposit in contravention of the provisions

of the Companies Act, 2013 and the Rules
made thereunder.

Accordingly, the disclosure requirements
under Rule 8 of the Companies (Accounts)
Rules, 2014 are not applicable to the
Company for the year under review.

Proceedings under IBC against the
company pending if any: Nil

Acknowledgement

The directors thank the Company’s
employees, customers, vendors, investors
and academic institutions for their
Continuous support. The directors also
thank the government of various countries,
government of India, the governments of
various states in India and concerned
government departments / agencies for
their co-operation. The directors
appreciate and value the contributions
made by every member of the Crane
Infrastructure Limited.

For and on behalf of the board of
Crane Infrastructure Limited
Sd/-

(K.Praveen)

Executive Director
(Din:07143744)

Place: Guntur
Date:30.08.2025

1

Remuneration to Executive
Directors:

---

Mar 31, 2024

The directors submit the 16^th annual report of Crane Infrastructure Limited along with the audited financial
statements for the financial year ended March 31, 2024.

STANDALONE FINANCIAL RESULTS:

PARTICULARS	2023-24 (Rs. in lacs)	2022-23 (Rs. in lacs)
Revenue from Operations & Other Income	355.39	106.58
Profit/(Loss) Before Interest & Depreciation	200.29	65.06
Interest	-	-
Depreciation	13.16	13.14
Profit before exceptional and extraordinary items	187.13	52.46
Profit/ (Loss) before Tax	187.13	52.16
Income Tax-(Current Tax)	42.16	13.26
Profit (Loss) after Taxation	144.97	39.20
EPS-Basic	2.00	0.54
EPS-Diluted	2.00	0.54

Dividend

The management wants that the profits earned
during the financial year will be retained and
redeployed for the operations of the Company. As
the Company needs further funds to enhance its
business operations, upgrade the efficiency. No
dividend is being recommended by the Directors
for the Financial Year 2023-24.

Transfer to reserves

The Company proposes to retain an amount of
Rs. 144.97 lakhs in the profit and loss account.

Share Capital

The paid up Equity Share Capital as on 31st
March, 2024 was Rs. 7,24,20,000. The Company
has not issued shares with differential voting rights
nor granted stock options nor sweat equity.

Company''s performance

During the Year under review revenue from
operations for the financial year 2023-24 was
353.11 and for the previous financial year 2022¬
23 it was Rs.102.94 lakhs and it was increased by
243 % over the previous financial year due to sale
of the land inventory. Profit Before tax (PBT) for
the financial year 2023-24 was Rs.187.13 Lakhs
and for the previous financial year 2022-23 it was
52.46, it was increased by 256.7 % over last year
Profit After tax (PAT) for the financial year 2023¬
24 was Rs.144.97 Lakhs and it was 39.20 for the
previous financial year 2022-23,it was increased
by 269.82 % over the last year.

Opportunities & Industry out Look

The real estate is the second largest employer after
agriculture and is slated to grow at 30% over the
next decade. The real estate sector comprises of
four sub sectors - housing, retail, hospitality, and
commercial. The growth of this sector is well
complemented by the growth of the corporate
environment and the demand for office space as
well as urban and semi-urban accommodations.

The construction industry ranks third among the
14 major sectors in terms of direct, indirect and
induced effects in all sectors of the economy. The
global warehousing and storage industry has
witnessed significant growth during the last five
years. The Indian warehousing industry is set to
grow at a CAGR of 8%—10% and modern
warehousing at 25%- 30% over the next 5 years
due to various factors including the anticipated
increase in global demand, growth in organized
retail and increasing manufacturing activities,
presence of extremely affordable and desirable e-
commerce options and growth in international
trade. The Government of India along with the
governments of the respective states have taken
several initiatives to encourage the development
in the sector. The Smart City Project, where there
is a plan to build 100 smart cities, is a prime
opportunity for the real estate companies. While
Goods and Services Tax (GST) continues to
remain in a state where several loose ends still
need to be tied up, logistics companies - both
domestic and global, are not just bullish about the
sector but are actively making investment plans
for the coming fiscals as well. It may increase the
demand of hi-tech large modern Warehouses,
Logistics Parks etc. As India awaits policy reforms
to pick up speed, your Company firmly believes
that the demand for Real Estate & Warehousing
in India should remain strong in the medium to
long term.

Management Discussion & Analysis

A detailed Management Discussion and Analysis
forms part of this annual report, which is attached
to this Report in Annexure II

Extract Of the Annual Return

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Act, the Annual Return as on March 31,
2024 is available on the company’s website on
https://craneinfrastructure.com

Directors’ responsibility statement

Pursuant to Section 134(5) of the Companies Act,
2013, the board of directors, to the best of their
knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures.

ii The directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
financial year and of the profit 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;

v. The directors had laid down internal financial
controls to be followed by the Company and such
internal financial controls are adequate and
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.

Changes among Directors and key
managerial personnel

I. Re appointment of Mr.CH.V.S.S Kishore
Kumar (DIN: 01823606), whose office was liable
to retire by rotation at annual general meeting of
the company:

Mr.CH.V.S.S Kishore Kumar (DIN:
01823 606),director liable to retire by rotation

under the Articles of Association of the Company,
in 15^th Annual General Meeting and being eligible,
offer himself for reappointment as Director. The
Shareholders approved his re-appointment as a
Director of the company at 15^th Annual General
Meeting of the company held on 15.09.2023.

Directors Liable to Retire by Rotation In the
ensuing Annual General Meeting:

Sri Venkata Satya Lakshmi Kantha Rao.G (DIN:
01846224),director liable to retire by rotation in
ensuing Annual General Meeting being eligible,
offer himself for reappointment as a Director. The
Board recommends his re-appointment.

Independent Directors to be appointed in
ensuing AGM:

Subject to approval of shareholders at this ensuing
Annual General Meeting of the company, as per
the recommendation of the Nomination and
Remuneration Committee the Board has proposed
to appoint Sri Ragav Kaliappan (Din: 02185155)
as a Non-Executive independent Director of the
company for a period of five years w.e.f
29.08.2024 for the first term. The Board have
opinion that it is very much beneficial to the
company and therefore it is desirable to appoint
and avail his services as an Independent Director.
Accordingly, it is proposed to appoint Sri Ragav
Kaliappan (Din: 02185155) as a Non-Executive
Independent Director of the Company, not liable
to retire by rotation and to hold office with effect
from 29-08-2024 to 28-08-2029 for the first term
of 5 (five) consecutive years on the Board of the
Company.

Meetings of the Board

During the Financial year 2023-24 Four meetings
of the board were held on the following dates:
29-05-2023, 14-08-2023, 14-11-2023 and 12-02¬
2024 with a gap between not exceeding the period
of 120 days between any of the two meetings as
prescribed under the Act and all the members were

present at the above meetings, so the necessary
quorum was present for all the meetings.

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 and the corporate
governance requirements as prescribed by
Securities and Exchange Board of India (“SEBI”)
under regulation 27 of the SEBI(LODR)
Regulations 2015.The performance of the Board
was evaluated by the Board after seeking inputs
from all the directors on the basis of the criteria
such as the Board composition and structure,
effectiveness of board processes, 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 the criteria such as the composition
of committees, effectiveness of committee
meetings, etc.

The Board and the Nomination and Remuneration
Committee reviewed the performance of the
individual directors on the basis of the criteria such
as the contribution of the individual director to
the Board and committee meetings like
preparedness on the issues to be discussed,
meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman
was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors,
performance of non-independent directors,
performance of the board as a whole and
performance of the Chairman was evaluated,
taking into account the views of executive
directors and non-executive directors. The same
was discussed in the board meeting that followed
the meeting of the independent Directors, at which
the performance of the Board, its committees and
individual directors was also discussed.

vi. During the year two separate meetings of the
independent directors were held on 29-05-2022,
and 12-02-2024 inter-alia to review the
performance of non-independent directors and the
board as a whole.

vii. The Board periodically reviews compliance
reports of all laws applicable to the Company,
prepared by the Company.

Relationships between directors inter-se Except
the Two Independent Directors all the other
directors of the company are having relationship
with each other. i.e relatives.

i. Observations of Board evaluation carried out
for the year: Nil

ii. Previous Years observations and actions taken:
Nil

iii. Proposed actions based current year
Observations: Nil

Policy on directors’ appointment and
remuneration and other details

The current policy is to have an appropriate mix
of executive and independent directors to maintain
the independence of the Board, and separate its
functions of governance and management. As on
March 31, 2023, the Board consists of seven
members, three of them are 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 a director and other matters
provided under Sub-section (3) of section 178 of
the Companies Act, 2013, adopted by the Board
is recommended by the Nomination and
Remuneration Committee. We affirm that the
remuneration paid to the directors is as per the
terms laid out in the nomination and remuneration
policy of the Company.

A. Brief description of terms of reference

The Terms of Reference of this committee cover
the matters specified for Audit Committee under
Section 177 of the Companies Act,
2013SEBI(LODR) Regulations 2015 and as
follows:

a. Oversight of the Company’s financial
reporting process and the disclosure of its
financial information to ensure that the
financial statement is correct, sufficient
and credible.

b. Recommending the appointment and
removal of external auditor, fixation of
audit fee and also approval for payment
for any other services.

c. Reviewing with management the annual
financial statements before submission to
the Board, focusing primarily on:

> Any changes in accounting policies
and practices

> Major accounting entries based on
exercise of judgment by management

> Qualifications in draft Auditors ’ Report

> Significant adjustments arising out of
audit

> The going concern assumption

> Compliance with stock exchange and
legal requirements concerning
financial statements

> Any related party transactions i.e.
transactions of the company of
material nature, with promoters or the
management, their subsidiaries or
relatives etc., that may have potential
conflict with the interests of the
Company at large.

d. Reviewing the adequacy of internal audit

function, including the structure of the
internal audit department, staffing and
seniority of the official heading the
department, reporting structure coverage
and frequency of internal audit.

e. Discussion with internal auditors of any
significant findings and follow up there
on.

f. Reviewing the findings of any internal
investigations by the internal auditors into
matters where is suspected fraud or
irregularity or a failure of internal control
systems of a material nature and reporting
the matter to the board

g. Discussion with external auditors, before
the audit commences, the nature and
scope of audit as well as have post audit
discussion to ascertain any area of
concern.

h. Reviewing the Company’s financial and
risk management policies.

i. Reviewing with the management, external
and internal auditors, and the adequacy
of internal control systems.

j. Other matters as assigned/specified by the
Board from time to time.

k. The scope of the Audit Committee also
includes matters which are set out in SEBI
(LODR) Regulations 2015, read with
Section 177 of the Companies Act, 2013
and the rules made there under, as
amended from time to time.

B. Composition, Meetings and Attendance
during the year :

The Audit Committee comprises of total
three Non-Executive Directors in which two
are Independent Directors and one director
is non executive non independent director
(woman director).

1. Mr.Venkata Nageswara Rao.K (Chairman)

2. Mr. Santhi Kumar.N -Member

3. Mrs.M. Himaja- Member

The details of meetings and attendance of its
members are given below:

Name	Category	Number of meetings during the financial year 2023-24
		Held	Attended
Mr.Venkata Nageswara Rao.K (Chairman)	I & NED	4	4
Mr. Santhi Kumar.N - (Member)	I & NED	4	4
M.Himaja (Member)	NED	4	4

Four Audit committee meetings were held during
the year and the gap between two meetings had
not exceeded 120 days. The dates on which the
said meetings were held on 29-05-2023, 14-08¬
2023, 14-11-2023 and 12-02-2024.The necessary
quorum was present for all the meetings

Nomination and Remuneration Committee:

(a) Terms of Reference

The Company had constituted the Nomination and
Remuneration Committee under Section 178 of
the Companies Act, 2013

The broad terms of reference are to determine and
recommend to Board, Compensation payable to
Executive Directors, appraisal of the performance
of the Managing Directors / Whole-time Directors
and to determine and advise the Board for the

payment of annual commission/compensation to
the Non-Executive Director and to recommend to
the Board appointment/ reappointment and
removal of Directors. To frame criteria for
determining qualifications, positive attributes and
Independence of Directors and to create an
evaluation framework for Independent Directors
and the Board. The scope of the Committee also
includes matters which are set out in SEBI
(LODR) Regulations 2015 and the rules made
there under, as amended from time to time

(b) Composition, Meetings and Attendance
during the year

The Nomination and Remuneration Committee
comprises of total three Non-Executive Directors
in which two are Independent Directors and one
director is non executive non independent director
(woman director).

The committee comprises as follows:

1. Mr.Venkata Nageswara Rao.K (Chairman)

2. Mr. Santhi Kumar.N -Member

3. Mrs.M. Himaja- Member

The details of meetings and attendance of its
members are given below:

Name	Category	Number of meetings during the financial year 2023-24
		Held	Attended
Mr.Venkata Nageswara Rao.K (Chairman)	I & NED	4	4
Mr. Santhi Kumar.N - (Member)	I & NED	4	4
M.Himaja (Member)	NED	4	4

Four Nomination and remuneration committee
meetings were held during the year and the gap
between two meetings had not exceeded 120 days.
The dates on which the said meetings were held
on 29-05-2023, 14-08-2023, 14-11-2023 and
12-02-2024.The necessary quorum was present
for all the meetings.

(c) Selection and Evaluation of Directors:

The Board has based on recommendations of the
Nomination and Remuneration Committee, laid
down following policies:

1. Policy for Determining Qualifications, Positive
Attributes and Independence of a Director

2. Policy for Board & Independent Directors’
Evaluation

(d) Performance Evaluation of Board,
Committees and Directors

Based on the criteria laid down in the Policy for
evaluation of Board and Independent Directors,
the Board carried out the annual performance
evaluation of Board Committees and the
Independent Directors, whereas at a separate
meeting, Independent Directors evaluated the
performance of Executive Directors, Board as a
whole and of the Chairman. Nomination and
Remuneration Committee also evaluated
individual directors’ performance.

i) As per the said Policy, evaluation criteria for
evaluation Board inter alia covers: Composition
in light of business complexities and statutory
requirements; establishment of vision, mission,
objectives and values for the Company; laying
down strategic road map for the Company &
annual plans; growth attained by the Company;
providing leadership and directions to the
Company and employees; effectiveness in
ensuring statutory compliances and discharging
its duties / responsibilities towards all
stakeholders; Identification, monitoring &
mitigation of significant corporate risks;

composition of various committees, laying down
terms of reference and reviewing committee’s
working etc.

ii) Performance evaluation criteria for Executive
Directors inter alia include: level of skill,
knowledge and core competence; performance and
achievement vis-a-vis budget and operating plans;
Effectiveness towards ensuring statutory
compliances; discharging duties/responsibilities
towards all stakeholders; reviewing/monitoring
Executive management performance, adherence
to ethical standards of integrity & probity;
employment of strategic perception and business
acumen in critical matters etc.

iii) Performance of Independent Directors is
evaluated based on: objectivity & constructively
while exercising duties; providing independent
judgment on strategy, performance, risk
management and Board’s deliberations; devotion
of sufficient time for informed decision making;
exercising duties in bona fide manner;
safeguarding interests of all stakeholders,
particularly minority shareholders; upholding
ethical standards of integrity & probity; updating
knowledge of the Company & its external
environment etc

iv) Committees of the Board are evaluated for their
performance based on: effectiveness in
discharging duties and functions conferred; setting
up and implementation of various policies,
procedures and plans, effective use of
Committee’s powers as per terms of reference,
periodicity of meetings, attendance and
participation of committee members; providing
strategic guidance to the Board on various matters
coming under committee’s purview etc

(e) Remuneration Policy for Directors:

The Committee has formulated Policy for
Remuneration of Directors, KMP & other
employees. As per the Policy, remuneration to
Non-executive Independent Directors includes:

a. Sitting Fees for attending meetings of the
Board as well as Committees of the Board,
as decided by the Board within the limits
prescribed under the Companies Act.

b. Travelling and other expenses they incur for
attending to the Company’s affairs, including
attending Committee and Board Meetings of
the Company.

• Remuneration to Executive Directors:

The appointment and remuneration of Executive
Directors including Managing Director, Joint
Managing Director and Whole Time Director is
governed by the recommendation of the
Remuneration and Nomination Committee,
resolutions passed by the Board of Directors and
Shareholders of the Company. The remuneration
package of Managing Director, Joint Managing
Director and Whole Time Director comprises of
salary, perquisites, allowances and other
retirement benefits as approved by the
shareholders at the General Meetings of the
Company.

• Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid
remuneration by way of Sitting Fees. The Non
Executive Directors are paid sitting fees for each
meeting of the Board and Committee of Directors
attended by them.

Stakeholders’ Relationship Committee:

The Company has a stakeholders’ relationship
committee of directors to look into the redressal
of complaints of investors.

i. The stakeholder’s relationship committee
of the Company is constituted in line with
the provisions of read with Section 178 of
the Companies Act and Regulation 20 of
the SEBI (LODR) Regulations 2015.

Composition, Meetings and Attendance during
the year

The Committee comprises of total three Non¬
Executive Directors in which two are Independent
Directors and one director is non-executive non
independent director (woman director).

The committee comprises as follows:

1. Mr.Venkata Nageswara Rao.K (Chairman)

2. Mr. Santhi Kumar.N -Member

3. Mrs.M. Himaja- Member

The details of meetings and attendance of its
members are given below:

Name	Category	Number of meetings during the financial year 2023-24
		Held	Attended
Mr.Venkata Nageswara Rao.K (Chairman)	I & NED	4	4
Mr. Santhi Kumar.N - (Member)	I & NED	4	4
M.Himaja (Member)	NED	4	4

Eight Stake Holders Relationship Committee
meetings were held during the year and the gap
between two meetings had not exceeded 120 days.
The dates on which the said meetings were held
on 29-05-2023,14-08-2023,14-11-2023,27-11¬
2023,12-02-2024,16-02-2024,28-02-2024, and
20-03-2024. The necessary quorum was present
for all the meetings.

Particulars of Employees and Related
Disclosures

The information required under Section 197 of
the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below

a. The ratio of the remuneration of each director
to the median remuneration of the employees of
the Company for the financial year: NIL

During the financial year 2023-24 The Company
has not paid any remuneration to Non- Executive
Directors

b. The percentage increase in remuneration of each
director, chief executive officer, chief financial
officer, company secretary in the financial year:
8.69%

c. The percentage increase in the median
remuneration of employees in the financial year:
Nil

d. The number of permanent employees on the
rolls of Company: 1

e. Average percentile increase already made in the
salaries of employees other than the managerial
personnel in the last financial year and its
comparison with the percentile increase in the
managerial remuneration and justification thereof
and point out if there are any exceptional
circumstances for increase in the managerial
remuneration: Nil

Revenue Rs.355.39 Lakhs

Remuneration of KMPs as a percentage of
revenue: 0.84%

f. Variations in the market capitalization of the
Company, price earnings ratio as at the closing
date of the current financial year and previous
financial year:

Particulars	March 31, 2024	March 31, 2024	% Change
Market Capitalization	14,69,40 180	8,87,86 920	65.49
Price Earnings Ratio	10.14	22.7	(55.33)

Increase in the managerial remuneration for the
year was: 8.69%

There were no exceptional circumstances for
increase in the managerial remuneration

g. Comparison of each remuneration of the key
managerial personnel against the Performance of
the Company:

h. Affirmation that the remuneration is as per the
remuneration policy of the Company:

The Company affirms remuneration is as per the
remuneration policy of the Company.

i. The statement containing particulars of
employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014: NA

Statement on Declaration Given By
Independent Directors:

In terms with Section 149 (7) of the Companies
Act, 2013, All the Independent Directors of the
Company have declared that they meet the criteria
of Independence in terms of Section 149(6) of the
Companies Act, 2013 and SEBI (LODR)
regulations, 2015. Hence that there is no change
in status of Independence.

It is confirmed that Independent Directors have
complied with the Code for Independent Directors
prescribed in Schedule IV to the Act web link

Remuneration in FY	3.00Lakhs
2023-24
Revenue	Rs.355.39 Lakhs
Remuneration	0.84
(% of Revenue)
Profit before Tax	Rs. 187.13 Lakhs
Remuneration	1.60
(as % of PBT)

where details of familiarisation programmes
imparted to independent directors is disclosed:
https://craneinfrastructure.com

Meetings of the Independent Directors

During the year under review, two meetings of
independent directors were held on 29-05-2023,
and 12-02-2024 in compliance with the
requirements of schedule IV of the companies act,
2013.The Independent Directors at the meeting,
inter alia, reviewed the Performance of Non¬
Independent Directors and Board as a whole.
Performance of the Chairperson of the Company,
taking into account the views of Managing
Director and Non-Executive Directors and
Assessed the quality, quantity and timeliness of
flow of information between the Company
Management and the Board that is necessary for
the Board to effectively and reasonably perform
their duties.

Auditors

Pursuant to the provisions of Section 139 of the
Act and the rules framed there under M/s.
Pundarikakshyam & Associates (ICAI
Registration No.0011330S)., Chartered
Accountants, as statutory auditors of the company
for a period of five consecutive years from the
conclusion of 13^th annual general meeting of the
company held on 3 0-09-2021 ,till the conclusion
of 18^th annual general meeting to be held in the
year 2026,for this the share holders of the
company had given their consent by way ordinary
resolution in the annual general meeting held on
30-09-2021.

In accordance with the Companies Amendment
Act, 2017, enforced on 7th May, 2018 by the
Ministry of Corporate Affairs, the appointment of
Statutory Auditors is not required to be ratified at
every Annual General Meeting. The Report given
by the Auditors on the financial statement of the
Company is part of this Report.

Auditors report

There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors
in their Report. Auditors report is given as an
Annexure- V which forms part of this report.

The statutory auditors of the company have not
reported any fraud as specified under the second
provision of section 143(12) of the companies act
2013 (including any statutory modification(S) or
re-enactment(S) for the time being in force.

Secretarial Auditors

Pursuant to provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your
Company engaged the services of M/s. K.
Srinivasa Rao& Nagaraju Associates; Company
Secretaries in Practice, Vijayawada has conducted
the Secretarial Audit of the Company for the
financial year ended March 31, 2024.

Secretarial Audit Report:

The detailed reports on the Secretarial Audit in
Form MR- 3 are appended as an Annexure VI to
this Report. There were no qualifications,
reservations or adverse remarks given by
Secretarial Auditors of the Company. Except the
following:

The Company has disclosed the Audited
Financial Results For The 4Th Quarter Period/
Financial Year Period Ended On 31-03-2023
for the F.Y2022-23 to the stock exchange with
delay of 2minutes and The Company has
disclosed the un Audited Financial Results For
The 1^St Quarter Period Ended On 30-06-2023
For The F.Y 2023-24 to the stock exchange
with delay of 8 minutes.

Clarifications if any on Secretarial Audit report
or annual secretarial compliance report:

The Board clarified that the delay in disclosing
of the Audited Financial Results For The 4Th

Quarter Period/Financial Year Period Ended
On 31-03-2023 for the F.Y2022-23 to the stock
exchange with delay of 2minutes on the 29-05¬
2023 was not intentional and the reason for
delay was happened due to the major
electrification works were being carried out by
the electricity department on the day of board
meeting and also due to the delay of OTP’s to
the mobile as well as Email from BSE to file
the same and also the delay in disclosing the
un Audited Financial Results For The 1^St
Quarter Period Ended On 30-06-2023 For The
F.Y 2023-24 to the stock exchange with delay
of 8 minutes on the 14-08-2023 was due to the
delay of OTP’s to the mobile as well as Email
from BSE to file the same and it is bring to
your notice that the all the reasons were
conveyed to the exchange.

Cost Audit

Cost Audit is not applicable to the Company for
the Financial Year 2023-24.

Risk management

The Board of the Company has formed a risk
management committee to frame, implement and
monitor the risk management plan for the
Company. The committee is responsible for
reviewing the risk management plan and ensuring
its effectiveness. The audit committee has
additional oversight in the area of financial risks
and controls. Major risks identified by the
businesses and functions are systematically
addressed through mitigating actions on a
continuing basis. The development and
implementation of risk management policy has
been covered in the management discussion and
analysis, which forms part of this report.

Particulars of loans, guarantees and
investments

There were no loans, guarantees and investments
made during the financial year.

Transactions with related parties

None of the transactions with related parties falls
under the scope of Section 188(1) of the Act.
Information on transactions with related parties
pursuant to Section 134(3)(h) of the Act read with
rule 8(2) of the Companies(Accounts) Rules, 2014
are given in Annexure I in Form AOC-2 and the
same forms part of this report.

Corporate social responsibility

Your Directors are pleased to inform that the
provisions of section 135 of the Act, read with
Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable to the
Company.

Deposits from public

The Company has not accepted any deposits from
public and as such, no amount on account of
principal or interest on deposits from public was
outstanding as on the date of the balance sheet.

Un-secured loans taken from the Directors

During the year the company has not received any
un- secured loans from the directors.

Internal financial control systems and their
adequacy

Based on the framework of internal financial
controls and compliance systems established and
maintained by the Company, work performed by
the internal, statutory and secretarial auditors and
external consultants and the reviews performed
by management and the relevant board
committees, including the audit committee, the
board is of the opinion that the Company’s internal
financial controls were adequate and effective
during the financial year 2023-24.

Conservation of energy, technology absorption,
foreign exchange earnings and outgo
Conservation of energy:

CIL continues to work on reducing carbon
footprint in all its areas of operations through
initiatives like

(a) green infrastructure

(b) Procurement of renewable energy through
onsite solar power generating units. CIL continues
to add LEED certified green buildings to its real
estate portfolio, but during the year no
Procurement of renewable energy through onsite
solar power generating units were made.

Technology absorption, adaption and
innovation:

The Company endeavour’s to adopt the using of
latest technologies for improving the productivity
and quality of its services, but during the year no
new technology absorption, adaption and
innovation was made.

Foreign exchange earnings and outgo

Foreign exchange earnings and outgo Export in
financial year 2023-24: Nil

Material changes and commitments, if any,
affecting the financial position of the company
which have occurred between the end of the
financial year of the company to which the
financial statements relate and the date of the
report:

No material changes and commitments affecting
the financial position of the Company occurred
between the end of the financial year to which
this financial statements relate on the date of this
report.

Significant and material orders passed by the
regulators or courts or tribunals impacting the
going concern status of the company.

There are no significant and material orders passed
by the Regulators or Courts or Tribunals which
would impact the going concern status of the
Company

Prevention of Sexual Harassment of Women
at Workplace

Your directors confirm that the company has

adopted a policy regarding the prevention of
sexual harassment of women at work place and
has constituted Internal Complaints Committees
(ICC) asper the requirement of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘Act’) and
Rules made there under, your Company.

(i) number of complaints filed during the
financial year; Nil

(ii) number of complaints disposed of during the
financial year; Nil

(iii) number of complaints pending as at the end
of the financial year: Nil

Human resources

Your Company treats its “human resources” as one
of its most important assets. Your Company
continuously invests in attraction, retention and
development of talent on an ongoing basis. A
number of programs that provide focused people
attention are currently underway. Your Company
thrust is on the promotion of talent internally
through job rotation and job enlargement.

Report on Corporate Governance

Your Directors are pleased to inform that as per
SEBI Amended Circular No. CIR/CFD/POLICY
CELL/7/2014 dated September 15, 2014,
compliance with the provisions of Corporate
Governance was not be mandatory for the
Company for the financial year 2023-24.

Vigil Mechanism

The company had set up vigil mechanism to enable
the employees and directors to report genuine
concerns and irregularities, if any in the company,
noticed by them. The Whistle Blower Policy/ vigil
mechanism (as amended) has been posted on the
Website of the Company (https://
craneinfrastructure.com) and also given as
Annexure III in this report.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there
were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Details of Demat suspense account and unclaimed suspense account: Nil

Acknowledgement

The directors thank the Company’s employees, customers, vendors, investors and academic institutions
for their Continuous support. The directors also thank the government of various countries, government
of India, the governments of various states in India and concerned government departments / agencies
for their co-operation. The directors appreciate and value the contributions made by every member of
the Crane Infrastructure Limited

For and on behalf of the board of
Crane Infrastructure Limited

^ Sd/- Sd/-

Place : Guntur

Date : 30.05.2024 ^(KPrav“ⁿ⁾

Independent Director Executive Director

(DIN: 01846243) (Din: 07143744)

---

Mar 31, 2015

The directors submit 7th annual report of Crane Infrastructure Limited along with the audited financial statements for the financial year ended March 31, 2015.

Financial Results :

Particulars 2014-15 2013-2014 (Rs.InLacs) (Rs.inLacs)

Revenue from 223.77 191.78

Operations & Other Income

Profit/(Loss) Before Interest 63.38 15.75 & Depreciation

Interest - -

Depreciation 10.33 15.75

Profit before exceptional 53.05 35.45 and extraordinary items

Profit/ (Loss) before Tax 53.05 35.45

Income Tax-(Current Tax) 16.79 10.10

Previous Year Tax - -

Deferred-tax (expenses)/ - - Income

Profit (Loss) after Taxation 36.27 25.35

EPS-Basic 0.5 0.35

EPS-Diluted 0.5 0.35

Dividend :

The management believes that the profits earned during the financial year must be retained and redeployed for the operations of the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency. No dividend is being recommended by the Directors for the Financial Year 2014-15.

Transfer to reserves :

The Company proposes to be retained an amount of Rs. 2,684, 939 in the profit and loss account.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 7,24,20,000. The Company not issued shares with differential voting rights nor granted stock options nor sweat equity.

Company's performance :

During the Year under review revenue from operations for the financial year 2014-15 at 223.77 lacs was higher by 17% over last year (191.78 lacs in 2013-14). Profit after tax (PAT) for the financial year 2014-15 at 36.27 Lacs was higher by 44 %over last year (25.35 Lacs in 2013-14)

Opportunities & Industry out Look :

India's infrastructure sector is poised to grow at 7-8% next year following the forward looking plans and policies of the new government. The strong mandate will stimulate economic growth, positive surge by implementing desired policies, removal of barriers to foreign investment and other initiatives being taken that will boost infrastructure development and the out look for the sector appears positive. The sector did lag behind due to delay in land acquisitions and environment clearances. With strong government emphasis on infrastructure development, the outlook sector appears to be quite optimistic in 2015.

Extract of annual return :

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure I in the prescribed Form MGT-9, which forms part of this report.

Directors' responsibility statement :

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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;

v. the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and 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.

Changes among Directors and key managerial personnel Appointment of company Secretary During the year Mr. CS. V.S.Naga Raju Naramsetti Appointed as Company Secretary of the company with effect from 01.01.2015

Resignation of Director:

Mr. G. Subba Rao resigned from the office of director due to his old age and personal reasons.

Resignation of Managing Director :

Mr. G.V.S.L.Kantha Rao resigned from the office of Managing director due to his personal reasons and he is continued as director of the company.

Appointment of Executive Director :

During the year Mr. K.Praveen Appointed as an Additional Director and he was also appointed as Executive director of the company on 30.03.2015.

Appointment of Woman Director :

During the year Mrs. Gradhi Himaja Appointed as an Additional Director of the company on 30.03.2015.

Appointment of Chief Financial Officer :

Mr. Ch.V.S.S Kishore Kumar director of the company designated as chief Financial Officer under section 203 of the companies Act 2013 with effect from 30.03.2015 for a period of five years.

Retire by Rotation :

Mr. G.V.S.L. Kantha Rao, director liable to retire by rotation under the Articles of Association of the Company in forth coming Annual General Meeting and being eligible, offer himself for reappointment as Director. The Board recommends his re appointment.

Number of meetings of the board :

Five meetings of the board were held during the financial year 2014-15 on 30.04.2014, 31.07.2014, 30.10.2014, 31.12.2014 and 30.03.2015, with a gap between not exceeding the period of 120 days as prescribed under the Act.

Board evaluation :

Pursuant to the Provisions of the Companies Act, 2013, the Board evaluated its own performance and the working of its Committees and Independent Directors.

Major implications under companies act, 2013 & listing agreement with BSE :

As required by the Companies Act, 2013, and as Listing Agreement, your Company has constituted following committees and their policies, namely:

l Audit Committee

l Nomination and Remuneration Committee & Policy

l Reconstitute Stakeholder Relationship Committee

l Prevention of Insider Trading Policy.

All other changes as required by the Act have been in place and we re-affirm our commitment to the highest level of Corporate Governance.

Policy on directors' appointment and remuneration and other details :

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2015, the Board consists of six members, two of whom are 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 a director and other matters provided under Sub-section (3) of section 178 of the Companies Act, 2013, adopted by the Board is recommended by the Nomination and Remuneration Committee. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Nomination and Remuneration Committee :

(a) Terms of Reference

During the year the Company had constituted the Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013. The broad terms of reference are to determine and recommend to Board, Compensation payable to Executive Directors, appraisal of the performance of the Managing Directors / Whole- time Directors and to determine and advise the Board for the payment of annual commission/compensation to the Non-Executive Director and to recommend to the Board appointment/ reappointment and removal of Directors. To frame criteria for determining qualifications, positive attributes and Independence of Directors and to create an evaluation framework for Independent Directors and the Board.

(b) Composition, Meetings and Attendance during the year

The Nomination and Remuneration Committee comprises of total three Non-Executive Directors in which two are Independent Directors. During the year one Meeting was on 31.03.2015 and all members are present at that meeting.

The committee comprises as follows:

1. Mr. M.V.SubbaRao (Chairman)

2. P. Bhaskara Rao - Member

3. G. Himaja - Member

(c) Selection and Evaluation of Directors:

The Board has based on recommendations of the Nomination and Remuneration Committee, laid down following policies:

1. Policy for Determining Qualifications, Positive Attributes and Independence of a Director.

2. Policy for Board & Independent Directors' Evaluation.

(d) Performance Evaluation of Board, Committees and Directors :

Based on the criteria laid down in the Policy for evaluation of Board and Independent Directors, the Board carried out the annual performance evaluation of Board Committees and the Independent Directors, whereas at a separate meeting, Independent Directors evaluated the performance of Executive Directors, Board as a whole and of the Chairman. Nomination and Remuneration Committee also evaluated individual directors' performance.

i) As per the said Policy, evaluation criteria for evaluation Board inter alia covers: Composition in light of business complexities and statutory requirements; establishment of vision, mission, objectives and values for the Company; laying down strategic road map for the Company & annual plans; growth attained by the Company; providing leadership and directions to the Company and employees; effectiveness in ensuring statutory compliances and discharging its duties / responsibilities towards all stakeholders; Identification, monitoring & mitigation of significant corporate risks; composition of various committees, laying down terms of reference and reviewing committee's working etc.

ii) Performance evaluation criteria for Executive Directors inter alia include: level of skill, knowledge and core competence; performance and achievement vis-à-vis budget and operating plans; Effectiveness towards ensuring statutory compliances; discharging duties/responsibilities towards all stakeholders; reviewing/monitoring Executive management performance, adherence to ethical standards of integrity & probity; employment of strategic perception and business acumen in critical matters etc.

iii) Performance of Independent Directors is evaluated based on: objectivity & constructivity while exercising duties; providing independent judgment on strategy, performance, risk management and Board's deliberations; devotion of sufficient time for informed decision making; exercising duties in bona fide manner; safeguarding interests of all stakeholders, particularly minority shareholders; upholding ethical standards of integrity & probity; updating knowledge of the Company & its external environment etc

iv) Committees of the Board are evaluated for their performance based on: effectiveness in discharging duties and functions conferred; setting up and implementation of various policies, procedures and plans, effective use of Committee's powers as per terms of reference, periodicity of meetings, attendance and participation of committee members; providing strategic guidance to the Board on various matters coming under committee's purview etc

(e) Remuneration Policy for Directors:

The Committee has formulated Policy for Remuneration of Directors, KMP & other employees. As per the Policy, remuneration to Non-executive Independent Directors includes:

(a) Sitting Fees for attending meetings of the Board as well as Committees of the Board as decided by the Board within the limits prescribed under the Companies Act.

(b) Travelling and other expenses they incur for attending to the Company's affairs, including attending Committee and Board Meetings of the Company.

Remuneration to Executive Directors:

The appointment and remuneration of Executive Directors including Managing Director, Joint Managing Director and Whole Time Director is governed by the recommendation of the Remuneration and Nomination Committee, resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of Managing Director, Joint Managing Director and Whole Time Director comprises of salary, perquisites, allowances and other retirement benefits as approved by the shareholders at the General Meetings of the Company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees. The Non Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report in Annexure -IV. The above information is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Managing Director at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 7th Annual General Meeting and up to the date of the Annual General Meeting during the business hours on working days.

There were no employees in the Company as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Statement On Declaration Given By Independent Directors:

During the year under review, one meeting of independent directors was held on 30th march, 2015 in compliance with the requirements of schedule iv of the companies act, 2013.All the independent directors of the company have declared that they meet the criteria of independence in terms of section 149(6) of the companies act, 2013 and that there is no change in status of independence

Auditors :

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, Umamaheswara Rao & Co., Chartered Accountants,Guntur, retiring auditors are eligible for re appointment as Statutory Auditors of the company for the financial year 2015-16.

Auditors' report and secretarial auditors' report :

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. K. Srinivasa Rao & Co, Company Secretaries, Guntur to conduct the Secretarial Audit of the Company for the financial year ended March 31st, 2015. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company. The detailed reports on the Secretarial Standards and Secretarial Audit in Form MR- 3 are appended as an Annexure III to this Report.

Risk management :

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Particulars of loans, guarantees and investments :

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

Corporate social responsibility

Your Directors are pleased to inform that the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

Audit committee

A. Brief description of terms of reference

The Terms of Reference of this committee cover the matters specified for Audit Committee under Section 177 of the Companies Act, 2013, and as follows:

a. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b. Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to the Board, focusing primarily on:

- Any changes in accounting policies and practices

- Major accounting entries based on exercise of judgment by management

- Qualifications in draft Auditors' Report

- Significant adjustments arising out of audit

- The going concern assumption

- Compliance with stock exchange and legal requirements concerning financial statements

- Any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of the Company at large.

d. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

e. Discussion with internal auditors of any significant findings and follow up there on.

f. Reviewing the findings of any internal investigations by the internal auditors into matters where is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board

g. Discussion with external auditors, before the audit commences, the nature and scope of audit as well as have post audit discussion to ascertain any area of concern.

h. Reviewing the Company's financial and risk management policies.

i. Reviewing with the management, external and internal auditors, and the adequacy of internal control systems.

j. Other matters as assigned/specified by the Board from time to time.

B. Composition, Meetings and Attendance during the year :

During the year, the Audit Committee was constituted under Section 177 of the Companies Act, 2013 and its meetings and attendance shall be as per the terms of reference as on 31st March, 2015.

The Audit Committee comprises of Two Independent cum Non-Executive Directors and One Non- Executive Director (Woman Director). The committee comprises as follows:

1. Mr. P.Bhaskara Rao (Chairman)

2. Mr. M.V.Subba Rao (Member)

3. Mrs. G.Himaja (Member)

Stakeholders' relationship committee :

The Company had a shareholders / investors grievance committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend /notices / annual reports, etc. The nomenclature of the said committee was changed to stakeholders' relationship committee in the light of provisions of the Act.

The composition of the Stakeholders' Relationship Committee and the details of meetings attended by its members are given below As on 31.03.2015 the Stakeholders' relationship Committee comprises of One Independent cum Non-Executive Director, P.Bhaskara Rao (appointed with effect W.e.f. 30.03.2015) and One Non- Executive Director, G.Himaja (appointed with effect W.e.f. 30.03.2015) and One Non Executive Director (Mr.G.V.S.L.Kantha Rao) during the year Mr. G. Subba Rao resigned as Member of the committee w.e.f. 30.03.2015.

Two meetings of the stakeholders' relationship committee was held during the Year on 31st December 2014 and 30th March, 2015.

Deposits from public :

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Internal financial control systems and their adequacy :

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Conservation of energy :

CIL continues to work on reducing carbon footprint in all its areas of operations through initiatives like

(a) green infrastructure,

(b)Procurement of renewable energy through onsite solar power generating units. CIL continues to add LEED certified green buildings to its real estate portfolio.

Technology absorption, adaption and innovation :

The Company continues to use the latest technologies for improving the productivity and quality of its services.

Foreign exchange earnings and outgo :

Your Company does not have foreign exchange earnings and outgo Export in financial year 2014-15.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report :

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Prevention of Sexual Harassment Of Women At Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made there under, your Company has constituted Internal Complaints Committees (ICC).The Company. No complaints were received in this regard during the year.

Human resources :

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Report Corporate Governance :

Your Directors are pleased to inform that as per SEBI Amended Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, compliance with the provisions of Clause 49 of Listing Agreement shall not be mandatory for the Company.

Listing : During the year your company listed in Bombay Stock Exchange (BSE), Mumbai.

Vigil Mechanism :

The company has set up vigil mechanism to enable the employees and directors to report genuine concerns and irregularities, if any in the company, noticed by them.

Prevention Of Insider Trading :

During the financial year your Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All Board Directors and the designated employees have confirmed compliance with the code.

SCORES :

SEBI vide Circular Ref: CIR/OIAE/2/2011 dated June 3, 2011 informed the company that they had commenced processing of investor complaints in a web based complaints redress system "SCORES". Under this system, all complaints pertaining to companies are electronically sent through SCORES and the companies are required to view the complaints pending against them and submit Action Taken Report (ATRs) along with supporting documents electronically in SCORES.

Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). .

Acknowledgement :

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their Continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the Crane Infrastructure Limited.

for and on behalf of the board

for Crane Infrastructure Ltd

Sd/- Sd/-

Place: Guntur (G.V.S.L. Kantha Rao) (K.Praveen)

Date : 10.08.2015 Director Executive Director (Din: 01846224) (Din: 07143744)