డైరెక్టర్ల నివేదిక Manav Infra Projects Ltd.

Mar 31, 2025

Your Directors have the pleasure in presenting the 16^th Annual Report together with the Audited Accounts of the Company for the financial year ended on 31^st March, 2025.

Financial Highlights

The financial highlights of the Company’s operation for the year ended as on 31^st March, 2025 are as under:

Amount in Lacs
PARTICULARS	31.03.2025	31.03.2024
Revenue from operations	2449.73	1431.12
Other Income	15.14	0.29
Total Income	2464.87	1431.41
Financial Costs	152.96	118.98
Depreciation	82.88	50.17
Profit/(Loss) before Tax	310.58	157.47
Less : T ax Expense / (Credit)
(1) Current tax		40.94
(2) Deferred tax	(11.29)	0.91
Profit After Tax	321.87	115.62
Paid Up Share Capital	1316	683.60

Performance

During the year under review, the total income of the Company amounted to Rs. 2449.73 lacs as against Rs.1431.12 lacs during the previous year. There is an increase in the revenue in this year as compared to previous year and the Company has generated a net profit of Rs. 321.87 lacs during the financial year 2024-25 as against the last year net profit of Rs.115.62 lacs. Your Directors are putting in their best efforts to improve the performance of the Company even in the adverse scenario.

Business Prospects

MIP has identified roads & highways, real estate and other heavy civil construction works as a potential growth segment. In the near future the Company is desirous of gradually improving its penetration and resources to these sectors. Such diversification in different sectors enables us to reduce dependence on any one sector or nature of the project. To enhance its in- house expertise, so as to be at par with the other eminent players in the construction industry and to broaden its operational base in specialized construction field, keeping in view the performance and future prospects, the Company will continue to increase its overall presence in the industry with increased market share. Your Company is poised for sustained growth and the outlook is bright.

Dividend

Keeping in view the current financial position of the Company, economic scenario, in financial year 202425. and the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended 31st March 2025.

Share Capital

The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2025 is Rs. 13,16,00,000/- (Rupees Thirteen Crores Sixteen Lacs only). During the year under review, the Company has issued shares under Rights issue to the existing equity shareholders of the Company

Allotment of Equity Shares

During the year under review, the Company has issued 63,24,000 Equity Shares of face value Rs. 10/-each at price of Rs. 11/- each on a rights basis including premium of Rs. 1/- to existing equity shareholders of the Company (“Rights Issue”) aggregating upto Rs. 695.64 Lakhs opened for subscription on 12 ^th March, 2025 and the subscription was closed on 24^th March, 2025. The Rights Issue was subscribed by 92.51%.

Loan from Directors

During the year under review, the Company has taken unsecured loan from the Director of the Company , i.e. Mr. Mahendra Narayan Raju and Mrs. Mahalakshmi Raju amounting to Rs. 19,663,998/- .The break up of the loan is as follows:

Mr. Mahendra Narayan Raju: Rs. 13,328,317/-Mrs. Mahalakshmi Raju: Rs. 6,335,681/-

Transfer to Reserve

During the year under review share premium received and transferred under the head “Reserve & Surplus” forming part of the balance sheet, as mentioned in Notes: significant policies and notes forming part of the Financial Statement.

Change in Nature of Business

During the year under review, there is no change in the nature of business of the Company.

Material changes and Commitment affecting the Financial Position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the date of the Report

There were no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2024-25 and the date of this Report.

Director''s Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: —

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c. the Directors have 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;

d. the Directors have prepared the annual accounts on a ''going concern'' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Subsidiaries, Joint Ventures and Associate Companies

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

Deposits

During the financial year 2024-25, your Company has not accepted any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Registered Office Address

The Company has changed its Registered office address from its present address 226, Gundecha Industrial Complex Premises Co-Op. Soc., Ltd., Akurli Road, Near Growels Mall, Kandivali East, Mumbai -400101 to Unit No. 102, Gundecha Industrial Complex Premises Co-Op. Soc., Ltd., Akurli Road, Near Growels Mall, Kandivali East, Mumbai -400101 with effect from 01^st February, 2025.

Directors and Key Managerial Personnel

Appointments:

A. Independent Directors:

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Mohan Pai and Mr. Atul Purohit was acting as the Independent Directors on the Board of your Company. However, there was a sudden demise of Mr. Mohan Madhav Pai (DIN-07799322), Independent Director of the Company on 26th January, 2025, because of which the vacancy was created on the Board and new individual Mr. Vipul Vishnu Awaghade (DIN: 07802786) was appointed as an additional director on 21st April, 2025

B. Executive Director

In compliance with the provisions of Sections 152, 160 and 161 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Dinesh Yadav was appointed as Additional Executive Director on the Board of your Company at the Board Meeting held on 6th June, 2017 and confirmed as Executive Director in Annual General Meeting held in 2017.

Appointment of KMPs:

In compliance with the provisions of Sections 196, 197 & 203 read with Rule 8 of Companies (Appointment and remuneration) Rules, 2014 and other applicable provisions, if any, of the Companies Act, during the year under review Key Managerial Personnel were as under:

A. Managing Director

Mr. Mahendra Raju, Director of the Company appointed as Managing Director of your Company for 5 (Five) years in the Board Meeting held on 5^th May, 2017 and approved by the shareholders in the Extra Ordinary General Meeting held on 27th May, 2017. He was further re-appointed as Managing Director in the Board meeting held on 25th August, 2021 and approved by the shareholders in an Annual General Meeting which was held on 28th September, 2021.

B. Chief Financial Officer

In compliance with the provisions of Section 203 read with Rule 8 of Companies (Appointment and remuneration) Rules, 2014 and other applicable provisions, if any, of the Companies Act, Mr. Bipin Patel was appointed as Chief Financial Officer of your Company in the Board Meeting held on 10^th Day of April, 2017.

C. Company Secretary

In compliance with the provisions of Section 203 read with Rule 8 of Companies (Appointment and remuneration) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, Ms. Jyoti Birla was appointed as a Company Secretary and compliance officer in the Board Meeting held on 26th December, 2019.

Appointment and resignation of Directors in the year 2024-25 as follows:

There was the resignation of independent director due to death during the year under review. Mr. Mohan Madhav Pai (DIN-07799322), Independent Director of the Company died suddenly on 26^th January, 2025, and accordingly his immediate resignation had been done. Further, Mr. Vipul Vishnu Awaghade has been appointed as an additional director in his place on 21^st April, 2025, and if approved by the shareholders in this AGM then, he will be appointed as an Independent director.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Mr. Mahendra Raju (DIN: 02533799) who is retiring by rotation at this Annual General Meeting (AGM) and has sought re- appointment. Your Directors recommend re-appointment of his appointment as Director.

Number of Meetings of the Board of Directors

Seven meetings of the Board were held during the year. The details of the number of Board and other Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. The dates of Board Meetings are as follows:

23.05.2024, 12.08.2024, 26.08.2024, 17.10.2024, 13.01.2025, 22.02.2025, 27.03.2025

Declaration by Independent Director

The Independent Director/s of the Company Mr. Atul Bhagavatishanker Purohit have confirmed to the Board that they meet the criteria of independence as specified under section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors they have also confirmed that they meet the requirements of Independent Directors as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the confirmation were noted by the Board. Mr. Mohan Pai was the other Independent Director of the Company but he has died on 26^th January, 2025, and in his place Board has appointed Mr. Vipul Vishnu Awaghade on 21^st April, 2025

Disclosure Relating to Remuneration and Nomination Policy

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of the policy are explained in Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the director’s individually as well as the evaluation of the working of its Committees viz.Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

Committees of the Board

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, which is the part of this Annual Report.

Corporate Governance Report

In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance forms part of the Annual Report.

Auditors:A. STATUTORY AUDITORS

At the Annual General Meeting held on 27^th Day of September, 2024, M/s. Singhal and Sewak, Chartered Accountants was appointed for the term of five years till the conclusion of the 20^th AGM of the Company.

B. SECRETARIAL AUDITOR

M/s. P M Agarwal & Co., Company Secretaries, Mumbai, was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-25, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for FY 2024-25 forms part of the Annual Report as “Annexure A” to the Board''s Report.

C. COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company hereby confirms that the provisions of this Section is not applicable, hence your Company is not required to appoint cost auditor for the financial year 2024-25.

Auditors Report

The Auditors Report to the members on the accounts of the Company for the financial year March 31, 2025 does not contain any qualification. The Auditors report and notes to the financial statement are self explanatory and do not call for any further comments.

The Auditors'' Report does not contain any qualifications, reservations or adverse remarks.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, M/s. P M Agarwal & Co., Company Secretaries, Mumbai, has conducted Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 is annexed hereto and forms a part of this Report. Secretarial Audit Report is self explanatory and does not call for any further comments.

Internal Audit and Controls

Your Company has appointed M/s Ayush S. Agrawal & Associates, Chartered Accountants, Mumbai (FRN: 143259W) as an Internal Auditor of the Company. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

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 as the transaction entered with related parties are in the Ordinary Course of Business and on Arms Length basis.

Corporate Social Responsibility

The Board of Directors of your Company hereby confirms that the provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our Company for the financial year 2024-25.

Loans, Guarantees and Investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a. Conservation of Energy:

Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy are not quite relevant to its functioning.

b. Technology Absorption:

Since the Company is not engaged in any manufacturing activity, issues relating to Technology Absorption are not quite relevant to its functioning.

c. Foreign Exchange Earnings/Outgo:

Earnings	NTT
Outgo	NTT

Material Changes Affecting the Financial Position of the Company

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the Financial Year of the Company- 31st March, 2025 till the date of this Report.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act, 2013 the extract of annual return is given in

“Annexure B” in the prescribed Form MGT-9, which forms part of this Report.

o The Paid up capital of the Company is Rs. 13,16,00,000/- consisting of 1,31,60,000 equity shares of face value of Re.10/- each.

o The Board of Directors of the Company consists of 4 Directors namely Mr. Mahendra Raju - Chairman and Managing Director, Mr. Dinesh Yadav Executive Director, Mrs. Mahalakshmi Raju- Non Executive Director and Mr. Atul Purohit- Independent Director of the Company.

o The Promoters holding consists of 90,59,000 equity shares of Rs.10/- each amounting to 68.84%.

o There was no un-paid dividend during the year.

Cash Flow Analysis

The Cash Flow Statement for the year under reference in terms of clause 32 of the Listing Agreement with the stock exchanges forms part of the Annual Report.

Business Risk Management

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently. Many types of risks exist in the Company''s operating environment and emerge on a regular basis due to many factors such as changes in regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these business risks, the Company has a robust Risk Management framework. This framework seeks to create transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Business risks as identified are reviewed and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored.

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The Company has adopted a Whistle Blower Policy for directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report annexed to this Report. The said policy is hosted on the website of the Company at www.manavinfra.com.

Disclosures as Per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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

Company has not received any complaint on sexual harassment during the financial year 2024-25.

Particulars of Employees

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure to the Directors’ Report as ‘Annexure C’.

Having regards to the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. However, the said information is available for inspection at the registered office of the Company on all working days, except Saturdays, between 11.00 a.m. and 1.00 p.m. up to the date of the meeting and any member interested in obtaining the same may write to the Company Secretary. Upon such request, the information shall be furnished.

Details on Internal Financial Controls Related To Financial Statements

Your Company has adopted accounting policies which are in line with Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

Management Discussion and Analysis Report

Operational performance of each business segment has been comprehensively covered in the Management Discussion and Analysis Report forms part of the Annual Report

Significant/Material Orders Passed By the Regulators

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

General

a. Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b. Your Company does not have any ESOP scheme for its employees/Directors.

Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company’s valued investors and all other business partners for their continued co-operation and excellent support received during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth.

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Mar 31, 2024

Your Directors have the pleasure in presenting the 15 ^th Annual Report together with the Audited
Accounts of the Company for the financial year ended on 31^st March, 2024.

Financial Highlights

The financial highlights of the Company’s operation for the year ended as on 31^st March, 2024 are as under:

Amount in Lacs

PARTICULARS	31.03.2024	31.03.2023
Revenue from operations	1431.12	1194.71
Other Income	0.29	12.14
Total Income	1431.41	1206.85
Financial Costs	118.98	145.67
Depreciation	50.17	70.85
Profit/(Loss) before Tax	157.47	75.44
Less : Tax Expense / (Credit)
(1) Current tax	40.94	19.61
(2) Deferred tax	13.04	(4.01)
Profit After T ax	129.57	59.84
Paid Up Share Capital	683.60	683.60
Reserves & Surplus	(876.71)	(1006.27)

Performance

During the year under review, the total income of the Company amounted to Rs. 1431.41 lacs as against
Rs. 1206.85 lacs during the previous year. There is an increase in the revenue in this year as compared to
previous year and the Company has generated a net profit of Rs. 129.57 lacs during the financial year
2023-24 as against the last year net profit of Rs. 59.84 lacs. Your Directors are putting in their best efforts
to improve the performance of the Company even in the adverse scenario.

Business Prospects

MIP has identified roads & highways, real estate and other heavy civil construction works as a potential
growth segment. In the near future the Company is desirous of gradually improving its penetration and
resources to these sectors. Such diversification in different sectors enables us to reduce dependence on any
one sector or nature of the project. To enhance its in- house expertise, so as to be at par with the other
eminent players in the construction industry and to broaden its operational base in specialized construction
field, keeping in view the performance and future prospects, the Company will continue to increase its
overall presence in the industry with increased market share. Your Company is poised for sustained growth
and the outlook is bright.

Share Capital

The issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2024 is Rs.
6,83,60,000/- (Rupees Six Crores Eighty-Three Lacs Sixty Thousand only). During the year under review,
the Company has not issued shares with differential voting rights, nor granted stock options nor sweat
equity.

Transfer to Reserve

During the year under review share premium received and transferred under the head “Reserve & Surplus”
forming part of the balance sheet, as mentioned in Notes: significant policies and notes forming part of the
Financial Statement.

Change in Nature of Business

During the year under review, there is no change in the nature of business of the Company.

Material changes and Commitment affecting the Financial Position of the Company
occurred between the end of the Financial Year to which this Financial Statements
relate and the date of the Report

There were no material changes and commitments affecting the financial position of your Company which
have occurred between the end of the financial year 2023-24 and the date of this Report.

Director''s Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit
its responsibility Statement: —

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed and there are
no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgements
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. the Directors have 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;

d. the Directors have prepared the annual accounts on a ''going concern'' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

Subsidiaries, Joint Ventures and Associate Companies

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

Deposits

During the financial year 2023-24, your Company has not accepted any fixed deposits within the meaning
of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits)
Rules, 2014.

Directors and Key Managerial Personnel

Appointments:

A. Independent Directors:

In compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any,
of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules,
2014, Mr. Mohan Pai and Mr. Atul Purohit was acting as the Independent Directors on the Board of your
Company.

B. Executive Director

In compliance with the provisions of Sections 152, 160 and 161 and other applicable provisions, if any, of
the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014,
Mr. Dinesh Yadav was appointed as Additional Executive Director on the Board of your Company at the
Board Meeting held on 6th June, 2017 and confirmed as Executive Director in Annual General Meeting
held in 2017.

Appointment of KMPs:

In compliance with the provisions of Sections 196, 197 & 203 read with Rule 8 of Companies (Appointment
and remuneration) Rules, 2014 and other applicable provisions, if any, of the Companies Act, during the
year under review Key Managerial Personnel were as under:

A. Managing Director

Mr. Mahendra Raju, Director of the Company appointed as Managing Director of your Company for 5
(Five) years in the Board Meeting held on 5^th May, 2017 and approved by the shareholders in the Extra
Ordinary General Meeting held on 27th May, 2017. He was further re-appointed as Managing Director in
the Board meeting held on 25 th August, 2021 and approved by the shareholders in an Annual General
Meeting which was held on 28th September, 2021.

B. Chief Financial Officer

In compliance with the provisions of Section 203 read with Rule 8 of Companies (Appointment and
remuneration) Rules, 2014 and other applicable provisions, if any, of the Companies Act, Mr. Bipin Patel
was appointed as Chief Financial Officer of your Company in the Board Meeting held on 10^th Day of April,
2017.

C. Company Secretary

In compliance with the provisions of Section 203 read with Rule 8 of Companies (Appointment and
remuneration) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, Ms. Jyoti
Birla was appointed as a Company Secretary and compliance officer in the Board Meeting held on 26th
December, 2019.

Appointment and resignation of Directors in the year 2023-24 as follows:

There were no Appointment and Resignations during the year under review.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association Mrs.
Mahalakshmi Mahendra Raju (DIN: 02566021) who is retiring by rotation at this Annual General Meeting
(AGM) and has sought re- appointment. Your Directors recommend re-appointment of her appointment
as Director.

Number of Meetings of the Board of Directors

Five meetings of the Board were held during the year. The details of the number of Board and other
Committee meetings of your Company are set out in the Corporate Governance Report which forms part
of this Report. The dates of Board Meetings are as follows:

30.05.2023, 11.07.2023, 25.08.2023, 03.11.2023, 28.02.2024

Declaration by Independent Director

The Independent Directors of the Company Mr. Mohan Madhav Pai and Mr. Atul Bhagavatishanker
Purohit have confirmed to the Board that they meet the criteria of independence as specified under section
149 (6) of the Companies Act, 2013 and they qualify to be Independent Directors they have also confirmed
that they meet the requirements of Independent Directors as mentioned under Regulation 16( 1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the confirmation were noted by the
Board.

Disclosure Relating to Remuneration and Nomination Policy

The Board of Directors have framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down
criteria for selection and appointment of Board Members. The details of the policy are explained in
Corporate Governance Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board
has carried out an annual performance evaluation of its own performance, the director’s individually as well
as the evaluation of the working of its Committees viz.Audit Committee, Nomination & Remuneration
Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.

Committees of the Board

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year,
are provided in the “Report on Corporate Governance”, which is the part of this Annual Report.

Corporate Governance Report

In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate
Governance forms part of the Annual Report.

Auditors:

A. STATUTORY AUDITORS

At the Annual General Meeting held on 25^th Day of September, 2019 M/s SSRV and Associates, Chartered
Accountants, Mumbai (FRN: 135901W), were appointed as statutory auditors of the Company to hold
office till the conclusion of 15^th Annual General Meeting of the Company. However, their term will get
expired in the ensuing AGM. Board of Directors of the Company has appointed new Statutory Auditors

M/s. Singhal and Sewak, Chartered Accountants for the term of five years from this AGM till the
conclusion of the 20^th AGM of the Company subject to the approval from the shareholders.

B. SECRETARIAL AUDITOR

M/s. P M Agarwal & Co., Company Secretaries, Mumbai, was appointed to conduct the Secretarial Audit
of the Company for the Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013
and rules made thereunder. The Secretarial Audit Report for FY 2023-24 forms part of the Annual Report
as “Annexure A” to the Board''s Report.

C. COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act,
2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your
Company hereby confirms that the provisions of this Section is not applicable, hence your Company is not
required to appoint cost auditor for the financial year 2023-24.

Auditors Report

The Auditors Report to the members on the accounts of the Company for the financial year March 3 1,
2024 does not contain any qualification. The Auditors report and notes to the financial statement are self
explanatory and do not call for any further comments.

The Auditors'' Report does not contain any qualifications, reservations or adverse remarks.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of managerial personnel) Rules 2014, M/s. P M Agarwal & Co., Company Secretaries,
Mumbai, has conducted Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial
Audit Report for the Financial Year 2023-24 is annexed hereto and forms a part of this Report. Secretarial
Audit Report is self explanatory and does not call for any further comments.

Internal Audit and Controls

Your Company has appointed M/s Ayush S. Agrawal & Associates, Chartered Accountants, Mumbai
(FRN: 143259W) as an Internal Auditor of the Company. During the year, the Company continued to
implement their suggestions and recommendations to improve the control environment. Their scope of
work includes review of processes for safeguarding the assets of the Company, review of operational
efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.
Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as
per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

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 as the transaction entered with related parties are in the Ordinary
Course of Business and on Arms Length basis.

Corporate Social Responsibility

The Board of Directors of your Company hereby confirms that the provisions of section 135(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
not applicable to our Company for the financial year 2023-24.

Loans, Guarantees and Investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with
the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial
Statements.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and
Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a. Conservation of Energy:

Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy
are not quite relevant to its functioning.

b. Technology Absorption:

Since the Company is not engaged in any manufacturing activity, issues relating to Technology Absorption
are not quite relevant to its functioning.

c. Foreign Exchange Earnings/Outgo:

Earnings	NTT
Outgo	----------nil----------

Material Changes Affecting the Financial Position of the Company

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial
position of the Company has occurred between the ends of the Financial Year of the Company- 31st March,
2024 till the date of this Report.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act, 2013 the extract of annual return is given in
“Annexure B” in the prescribed Form MGT-9, which forms part of this Report.

o The Paid up capital of the Company is Rs. 6,83,60,000/- consisting of 68,36,000 equity
shares of face value of Re. 10/- each.

o The Board of Directors of the Company consists of 5 Directors namely Mr. Mahendra
Raju - Chairman and Managing Director, Mr. Dinesh Yadav Executive Director, Mrs.
Mahalakshmi Raju- Non Executive Director, Mr. Mohan Pai- Independent Director, and
Mr. Atul Purohit- Independent Director of the Company.
o The Promoters holding is consists of 49,99,000 equity shares of Rs.10/- each amounting
to 73.13%.

o There was no un-paid dividend during the year.

Cash Flow Analysis

The Cash Flow Statement for the year under reference in terms of clause 32 of the Listing Agreement with
the stock exchanges forms part of the Annual Report.

Business Risk Management

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor
in determining a Company''s capacity to create sustainable value is the ability and willingness of the
Company to take risks and manage them effectively and efficiently. Many types of risks exist in the
Company''s operating environment and emerge on a regular basis due to many factors such as changes in
regulatory framework, economic fundamentals etc. In order to evaluate, identify and mitigate these
business risks, the Company has a robust Risk Management framework. This framework seeks to create
transparency, ensure effective risk mitigation process and thereby minimize adverse impact on the business
objectives and enhance the Company''s competitive advantage. The Business risks as identified are reviewed
and a detailed action plan to mitigate the identified risks is drawn up and its implementation is monitored.

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to highest standards of ethical, moral and legal business conduct.
Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with
the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement,
The Company has adopted a Whistle-Blower Policy for Directors and employees to report genuine
concerns and to provide for adequate safeguards against victimization of persons who may use such
mechanism. The Company has adopted a Whistle Blower Policy for directors and employees to report
genuine concerns and to provide for adequate safeguards against victimization of persons who may use
such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in the Corporate
Governance Report annexed to this Report. The said policy is hosted on the website of the Company at
www.manavinfra.com.

Disclosures as Per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

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

Company has not received any complaint on sexual harassment during the financial year 2023-24.

Particulars of Employees

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars
of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the
Annexure to the Directors’ Report as ‘Annexure C’.

Having regards to the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid
information is being sent to all the members of the Company and others entitled thereto. However, the
said information is available for inspection at the registered office of the Company on all working days,
except Saturdays, between 11.00 a.m. and 1.00 p.m. up to the date of the meeting and any member
interested in obtaining the same may write to the Company Secretary. Upon such request, the information
shall be furnished.

Details on Internal Financial Controls Related To Financial Statements

Your Company has adopted accounting policies which are in line with Standards prescribed in the
Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other
applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts)
Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in
accordance with generally accepted accounting principles in India.

Management Discussion and Analysis Report

Operational performance of each business segment has been comprehensively covered in the Management
Discussion and Analysis Report forms part of the Annual Report

Significant/Material Orders Passed By the Regulators

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

General

a. Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b. Your Company does not have any ESOP scheme for its employees/Directors.

Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders
- Clients, Financial Institutions, Banks, Central and State Governments, the Company’s valued investors
and all other business partners for their continued co-operation and excellent support received during the
year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the
Company and their continued contribution to its growth.

For Manav Infra Projects Limited

Sd/-

Jyoti Birla

Company Secretary & Compliance Officer
Place: Mumbai
Date: 26.08.2024