Your Board of Directors are pleased to present the 40th Annual Report of your
Company on the business and operations of your Company along with the
audited financial statements (both standalone and consolidated) for the
financial year ended March 31,2024 and Auditors report thereon.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS STATE OF
AFFAIRS:

The performance during the period ended 31st March, 2024 has been as
under:

(Rs. In Lakhs) (Rs. In Lakhs)

2. REVIEW OF OPERATIONS:

Standalone:

The total revenue of the Company for the financial year on standalone
basis under review was Nil as against Rs. 40.69 Lakhs revenue for the
previous financial year. The company recorded a net loss of Rs. 25.20
Lakhs for the financial year 2023-24 as against the net Profit of Rs. 1.09
lakhs for the previous year.

Consolidated:

The total revenue of the Company for the financial year under review on
consolidated basis was Nil as against Rs. 63.45 lakhs for the previous
financial year. The company recorded a net loss of Rs. 26.06 Lakhs for
the financial year 2023-24 as against the net loss of Rs. 0.02 Lakhs for
the previous year.

3. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was
no change in the nature of Business.

4. RESERVES:

The Closing balance of reserves, including retained earnings, of the
Company as at March 31st 2024 is Rs. (76,65,000).

5. DIVIDEND:

The Board of Directors of your Company, after considering holistically the
relevant circumstances and keeping in view the Company's financial
position, have not recommended dividend for the year 2023-2024.

6. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company.

7. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

The Company is not required to transfer any amount to IEPF pursuant to
Section 125 of the Companies Act, 2013 and Rules made thereof.

8. MATERIAL CHANGES & COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting financial
position of the company between 31st March, 2024 and the date of
Board's Report. (i.e. 12.08.2024)

9. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under
review.

10. SHARE CAPITAL:

The Authorized share capital of the Company stands at Rs.

10.50.00. 000/- (Rupees Ten Crore Fifty Lakhs Only) divided into

1.05.00. 000 (One Crore Five Lakhs Only) Equity Shares of Rs. 10/-
Each.

The Paid-up share capital of the Company stands at Rs. 5,04,90,000 /-
(Rupees Five Crore Four Lakhs Ninety Thousand Only) divided into
50,49,000 (Fifty Lakhs Forty-Nine Thousand Only) equity shares of
Rs.10/- each.

11. APPOINTMENT / RE-APPOINTMENT / RESIGNATION /
RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY
MANANGERIAL PERSONNEL:

a) Appointments:

Following Appointments have taken place till the date of this report

b) Resignations:

Following Resignations have taken place till the date of this report

The Board places on record its sincere appreciation for the services rendered
by the Directors/KMP during their association with the Company.

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL
BASIS:

The Company has received declarations from Independent directors of
the company to the effect that they are meeting the criteria of
independence as provided in Sub-section (6) of Section 149 of the
Companies Act, 2013 and have also confirmed that they have complied
Company's Code of Conduct.

The Independent Directors have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external
influence.

13. BOARD MEETINGS:

During the year, the Board of Directors duly met 6 (Six) times on
30.05.2023, 14.08.2023, 08.09.2023, 11.11.2023, 05.12.2023,
13.02.2024 in respect of which meetings, proper notices were given and
the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.

14. 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 SEBI Listing Regulations.

The performance of the board was evaluated by the board after
seeking inputs from all the directors on the basis of criteria such as the
board composition and structure, effectiveness of board 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 criteria
such as the composition of committees, effectiveness of committee
meetings, etc. The above criteria are based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of
India on January 5, 2017.

In a separate meeting of independent directors was conducted on
13.02.2024 to evaluate the performance of non-independent directors,
the board as a whole and the Chairman of the Company, taking into
account the views of executive directors and non-executive directors.

The Board reviewed the performance of individual directors on the
basis of 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.

Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.

15. STATEMENT SHOWING THE NAMES OF THE TOP TEN
EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE
NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE
COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of
Section 197(12) of the Act, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is appended as Annexure V (a) to this Report.

A statement showing the names of the top ten employees in terms of
remuneration drawn and the name of every employee is annexed to
this Annual report as Annexure V (b).

During the year NONE of the employees is drawing a remuneration of
Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in
aggregate per month, the limits specified under the Section 197(12) of
the Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

16. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1of the
Companies (Appointment & Remuneration) Rules, 2014 read with
Schedule V of the Companies Act, 2013 a remuneration ratio of being
paid to Mr. Nagaraju Nookala, Whole-time Director of the Company is
Annexure V (a) to this Report.

17. DIRECTOR’S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;

(b) 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 and loss of the
company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern
basis; and

(e) The Directors had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
were operating effectively.

(f) 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.

18. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS:

The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. The
Company maintains appropriate system of internal control, including
monitoring procedures, to ensure that all assets are safeguarded
against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances,
and are meant to ensure that all transactions are authorized, recorded
and reported correctly.

During the period under review, there is no material or serious
observations have been noticed for inefficiency or inadequacy of such
controls.

19. STATUTORY AUDITORS:

M/s. N G RAO & Associates, Chartered Accountants, the present
Auditors of the Company are holding office of the auditors up to the
conclusion of the 41st aGm and hence, would retire at the conclusion
of the 41st AGM which will be held in the year 2025.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT:

There have been no frauds reported by the auditor's u/s 143(12).

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of managerial
personnel) Rules 2014, the Board had appointed M/s. Vivek Surana &
Associates, Practicing Company Secretaries to undertake the
secretarial audit of the Company for the year 2023-24. The report of
the Secretarial Auditor is enclosed as Annexure III and forms part of
this report.

22. INTERNAL AUDITOR:

The Company has adequate internal controls consistent with the
nature of business and size of the operations, to effectively provide for
safety of its assets, reliability of financial transactions with adequate
checks and balances, adherence to applicable statues, accounting

policies, approval procedures and to ensure optimum use of available
resources. These systems are reviewed and improved on a regular
basis. It has a comprehensive budgetary control system to monitor
revenue and expenditure against approved budget on an ongoing
basis.

The Board has appointed M/s. V. Ravi & Co., Chartered Accountants,
Hyderabad as internal Auditors. Deviations are reviewed periodically
and due compliance ensured. Summary of Significant Audit
Observations along with recommendations and its implementations
are reviewed by the Audit Committee and concerns, if any, are reported
to Board.

23. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

24. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made-

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the
Accounts for the year ended March 31, 2024 and has noted that the
same does not have any reservation, qualification or adverse remarks.
However, the Board decided to further strengthen the existing system
and procedures to meet all kinds of challenges and growth in the
market expected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year
ended March 31,2024 on the Compliances according to the provisions
of section 204 of the Companies Act 2013.

25. INFORMATION ABOUT THE FINANCIAL PERFORMANCE /
FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/
JOINT VENTURES:

SBT Energies Private Limited is the subsidiary of the company. The
detailed financial position of the Subsidiary is provided in the
Annexure- I- AOC-1.

26. NAMES OF THE COMPANIES WHICH HAVE BECOME OR
CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR:

During the period under review, there are no companies who ceased to
be its Subsidiaries, Joint Ventures or Associate Companies.

27. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the
meaning of Sec.73 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules 2014, during the financial year under
review.

28. RISK MANAGEMENT POLICY:

The Company follows a comprehensive system of Risk Management.
The Company has adopted a procedure for assessment and
minimization of probable risks. It ensures that all the risks are timely
defined and mitigated in accordance with the well-structured risk
management process.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any
investments covered under section 186 of Companies Act, 2013
during the year under review.

30. RELATED PARTY TRANSACTIONS:

During the year under review, the Company had not entered in to any
materially significant transaction with any related party that may have
potential conflict with the interests of the Company at large. All the
related party transactions during the year are in the ordinary course of
business and on arm's length basis.

Transactions with the Related Parties as required under Indian
Accounting Standard- 24 are disclosed in the standalone financial
statements forming part of this Annual Report.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is
annexed herewith as Annexure-II to this report.

31. DISCLOSURE OF PARTICULARS WITH RESPECT TO
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by
using energy efficient computers and purchase of energy efficient
equipment.

B. Technology Absorption:

Your Company has not undertaken any research and development
activity for any manufacturing activity nor was any specific technology
obtained from any external sources which needs to be absorbed or
adapted.

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: Nil

32. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or
proceedings pending in the name of the Company under the
Insolvency Bankruptcy Code, 2016.

33. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON
ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING
LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no onetime settlement of
Loans taken from Banks and Financial Institutions.

34. COMMITTEES:

(I). AUDIT COMMITTEE:

Terms of reference of Audit committee covers all the matters

prescribed under Regulation 18 of the Listing Regulations and Section
177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the
requirements of Section 177 of Companies Act, 2013 and as per
Regulation 18 of SEBI (LODR) Regulations, 2015 and, inter alia,
includes:

i. Oversight of the listed entity's financial reporting process and the
disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of
appointment of auditors of the listed entity;

iii. Approval of payment to statutory auditors for any other services
rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial statements and
auditor's report thereon before submission to the board for approval,
with particular reference to:

a. Matters required to be included in the director's responsibility
statement to be included in the board's report in terms of clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for
the same;

c. Major accounting entries involving estimates based on the exercise of
judgment by management;

d. Significant adjustments made in the financial statements arising out of
audit findings;

e. Compliance with listing and other legal requirements relating to
financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements
before submission to the board for approval;

vi. Reviewing, with the management, the statement of uses / application
of funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of
proceeds of a 380[public issue or rights issue or preferential issue or
qualified institutions placement], and making appropriate
recommendations to the board to take up steps in this matter;

vii. Reviewing and monitoring the auditor's independence and
performance, and effectiveness of audit process;

viii. Approval or any subsequent modification of transactions of the listed
entity with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is
necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, 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;

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

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

xvi. Discussion with statutory auditors before the audit commences, about
the nature and scope of audit as well as post-audit discussion to
ascertain any area of concern;

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

xviii. To review the functioning of the whistle blower mechanism;

xix. Approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of
reference of the audit committee.

xxi. Reviewing the utilization of loans and/ or advances from/investment by
the holding company in the subsidiary exceeding rupees 100 crore or
10% of the asset size of the subsidiary, whichever is lower including
existing loans / advances / investments existing as on the date of
coming into force of this provision.

xxii. Consider and comment on rationale, cost-benefits and impact of
schemes involving merger, demerger, amalgamation etc., on the listed
entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by
the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177
of the Companies Act, 2013 and matters specified in Part C of
Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE
FOLLOWING INFORMATION:

i. Management discussion and analysis of financial condition and results
of operations;

ii. Management letters / letters of internal control weaknesses issued by
the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the chief
internal auditor shall be subject to review by the audit committee.

v. Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of
Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated
in the offer document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

During the financial year 2023-24, (5) five meetings of the Audit
Committee were held on 30.05.2023, 14.08.2023, 08.09.2023,
11.11.2023 and 13.02.2024.

NED (I): Non- Executive Independent Director

(II). NOMINATION AND REMUNERATION COMMITTEE: (Nomination
and Remuneration Committee constituted in terms of Section 178 of
Companies Act, 2013 read with Regulation 19 of SEBI (LODR)
Regulations, 2015)

The terms of reference of the Nomination and Remuneration
committee constituted in terms of Section 178 of Companies Act, 2013
and as per Regulation 19 of SEBI (LODR) Regulations, 2015 are as
under:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the board
of directors a policy relating to, the remuneration of the directors, key
managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and
Remuneration Committee shall evaluate the balance of skills,
knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required
of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities
identified in such description. For the purpose of identifying suitable
candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due
regard to diversity; and

c. consider the time commitments of the candidates.

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

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

v. Identifying persons who are qualified to become directors and who
may be appointed in senior management in accordance with the
criteria laid down, and recommend to the board of directors their
appointment and removal.

vi. Whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance
evaluation of independent directors.

B. COMPOSITION OF THE NOMINATION AND REMUNERATION
COMMITTEE, MEETINGS & ATTENDANCE DURING THE YEAR:

During the financial year 2023-24, (2) Two meetings of the Nomination
and Remuneration Committee were held on 08.09.2023 and
13.02.2024.

NED (I): Non- Executive Independent Director
ED: Executive Director

C. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING
DIRECTORS’ INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination &
Remuneration Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, in
case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee
constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6)
of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall
review on annual basis, appropriate skills, knowledge and experience
required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience
that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR
Committee may take into account factors, such as:

• General understanding of the Company's business dynamics, global

business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their
duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is
appointed as a Committee Member, the Committee Meeting;

• shall abide by the code of Conduct established by the Company for
Directors and senior Management personnel;

• shall disclose his concern or interest in any Company or companies or
bodies corporate, firms, or other association of individuals including
his shareholding at the first meeting of the Board in every financial year
and thereafter whenever there is a change in the disclosures already
made;

• Such other requirements as any prescribed, from time to time, under
the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and other relevant
laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each
individual with the objective of having a group that best enables the
success of the Company's business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the
independence of Directors at time of appointment/ re-appointment and
the Board shall assess the same annually. The Board shall re-assess
determinations of independence when any new interest or
relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the
guidelines as laid down in Companies Act, 2013 and Regulation 16 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

An independent Director in relation to a Company, means a director
other than a managing Director or a whole-time Director or a nominee
Director

i. Who, in the opinion of the board of directors, is a person of integrity and
possesses relevant expertise and experience;

ii. Who is or was not a promoter of the listed entity or its holding,
subsidiary or associate company [or member of the promoter group of
the listed entity];

iii. Who is not related to promoters or directors in the listed entity, its
holding, subsidiary or associate company;

iv. Who, apart from receiving director's remuneration, has or had no
material pecuniary relationship with the listed entity, its holding,
subsidiary or associate company, or their promoters, or directors,
during the 68[three] immediately preceding financial years or during
the current financial year;

v. None of whose relatives—

a. Is holding securities of or interest in the listed entity, its holding,
subsidiary or associate company during the three immediately
preceding financial years or during the current financial year of face
value in excess of fifty lakh rupees or two percent of the paid-up capital
of the listed entity, its holding, subsidiary or associate company,
respectively, or such higher sum as may be specified;

b. Is indebted to the listed entity, its holding, subsidiary or associate
company or their promoters or directors, in excess of such amount as
may be specified during the three immediately preceding financial
years or during the current financial year;

c. Has given a guarantee or provided any security in connection with the
indebtedness of any third person to the listed entity, its holding,
subsidiary or associate company or their promoters or directors, for
such amount as may be specified during the three immediately
preceding financial years or during the current financial year; or

d. Has any other pecuniary transaction or relationship with the listed
entity, its holding, subsidiary or associate company amounting to two
percent or more of its gross turnover or total income: Provided that the
pecuniary relationship or transaction with the listed entity, its holding,
subsidiary or associate company or their promoters, or directors in
relation to points (A) to (D) above shall not exceed two percent of its
gross turnover or total income or fifty lakh rupees or such higher
amount as may be specified from time to time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. Holds or has held the position of a key managerial personnel or is or
has been an employee of the listed entity or its holding, subsidiary or
associate company [or any company belonging to the promoter group
of the listed entity,] in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed:

[Provided that in case of a relative, who is an employee other than key
managerial personnel, the restriction under this clause shall not apply
for his / her employment.]

b. Is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in which
he is proposed to be appointed, of—

(i) A firm of auditors or company secretaries in practice or cost auditors of
the listed entity or its holding, subsidiary or associate company; or

(ii) Any legal or a consulting firm that has or had any transaction with the
listed entity, its holding, subsidiary or associate company amounting to
ten per cent or more of the gross turnover of such firm;

c. Holds together with his relatives two per cent or more of the total voting
power of the listed entity; or

d. Is a chief executive or director, by whatever name called, of any non¬
profit organisation that receives twenty-five per cent or more of its
receipts or corpus from the listed entity, any of its promoters, directors
or its holding, subsidiary or associate company or that holds two per
cent or more of the total voting power of the listed entity;

e. Is a material supplier, service provider or customer or a lessor or
lessee of the listed entity;

vii. Who is not less than 21 years of age.

viii. Who is not a non-independent director of another company on the
board of which any non-independent director of the listed entity is an
independent director:

3.2.3 The independent Director shall abide by the “code for independent
Directors “as specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and
expertise and experience to contribute to effective Board
performance. Accordingly, members should voluntarily limit their
Directorships in other listed public limited companies in such a way
that it does not interfere with their role as Director of the Company. The
NR Committee shall take into account the nature of, and the time
involved in a Director service on other Boards, in evaluating the
suitability of the individual Director and making its recommendations to
the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of
which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7
listed companies and not more than 3 listed companies in case he is
serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as
chairman of more than 5 committee across all companies in which he
holds Directorships.

For the purpose of considering the limit of the committee, Audit
committee and stakeholder's relationship committee of all public
limited companies, whether listed or not, shall be included and all other
companies including private limited companies, foreign companies
and companies under Section 8 of the companies Act, 2013 shall be
excluded.

D. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The
evaluation is performed by the Board and Independent Directors with
specific focus on the performance and effective functioning of the
Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the
Companies Amendment Act, 2017 the Company adopted the
recommended criteria by Securities and Exchange Board of India.

The Directors were given following Forms for evaluation:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Managing Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the
evaluation done by the Directors, the report on Evaluation was
submitted to the Board. And based on the report, the Board of Directors
has informed that the performance of Directors is satisfactory.

REMUNERATION TO DIRECTORS

Except for the remuneration details mentioned above, there are is no other
pecuniary relationship or transactions of the non-executive director's vis-a¬
vis the listed entity in terms of salary, benefits, bonuses, stock options,
pension, fixed component and performance linked incentives.

F. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT
DIRECTORS:

The performance evaluation criteria for Independent Directors are
already mentioned under the head “Board Evaluation” in Directors'
Report.

(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:

(Stakeholders Relationship Committee constituted in terms of Section
178(5) of Companies Act, 2013 read with Regulation 20 of SEBI (LODR)
Regulations, 2015)

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE: The
Committee’s role includes:

i. Resolving the grievances of the security holders of the Company
including complaints related to transfer/transmission of shares, non¬
receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by
shareholders;

iii. Review of adherence to the service standards adopted by the Company
in respect of various services being rendered by the Registrar & Share
Transfer Agent;

iv. Review of the various measures and initiatives taken by the Company for
reducing the quantum of unclaimed dividends and ensuring timely
receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the company;

v. Such other matter as may be specified by the Board from time to time.

vi. Authority to review / investigate into any matter covered by Section 178 of
the Companies Act, 2013 and matters specified in Part D of Schedule II of
the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND
ATTENDANCE DURING THE YEAR:

During the year 1 (one) Stakeholder relationship committee was held on
13.02.2024

NED (I): Non- Executive Independent Director

B. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED
AND PENDING DURING THE YEAR 2023-24:

C. NAME AND DESIGNATION OF COMPLIANCE OFFICER:

Mrs. Apporva Singhvi, Company Secretary is the Compliance Officer of
the company appointed w.e.f. 01.08.2024 as on the date of the report.

However, during the year under the review, there were two resignations
of the Company Secretaries of the Company as detailed below:

The Board places on record its sincere appreciation for the services rendered
by the Directors/KMP during their association with the Company.

35. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION
AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a
combination of criterion that includes ethics, personal and professional
stature, domain expertise, gender diversity and specific qualification
required for the position. The potential Board Member is also assessed
on the basis of independence criteria defined in Section 149(6) of the
Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations,
2015.

In accordance with Section 178(3) of the Companies Act, 2013, and
Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the
recommendations of the Nomination and Remuneration Committee, the

Board adopted a remuneration policy for Directors, Key Management
Personnel (KMPs) and Senior Management.

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013 and
Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015. The same has been placed on the website of the
Company.

37. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND
DISCLOSURES:

During the year, none of the Independent / Non-Executive Directors had
any pecuniary relationship or transactions with the Company other than
the sitting fees and investment in the Company.

38. FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

The Company familiarises its Independent Directors on their
appointment as such on the Board with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the
Company operates, etc. through familiarisation programme. The
Company also conducts orientation programme upon induction of new
Directors, as well as other initiatives to update the Directors on a
continuing basis.

The familiarisation programme for Independent Directors is disclosed on
the Company's website. i.e. www.abhishekinfra.co.in.

39. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an annual return is disclosed on the website www.
abhishekinfra.co.in.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, pursuant to the SEBI
(LODR) Regulation provides an overview of the affairs of the Company,
its legal status and autonomy, business environment, mission &
objectives, sectoral and operational performance, strengths,

opportunities, constraints, strategy and risks and concerns, as well as
human resource and internal control systems is appended as Annexure
IV for information of the Members.

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

There are no significant and material orders passed by the regulators
/courts that would impact the going concern status of the Company and
its future operations.

42. INSURANCE:

The Company does not have any major fixed assets and accordingly
there was no amount spent towards insurance.

43. CREDIT & GUARANTEE FACILITIES:

The Company has not availed facilities of Credit and Guarantee during
the year.

44. CORPORATE SOCIAL RESPONSIBILTY:

Since the Company does not have the net worth of Rs. 500 Crores or
more, or turnover of Rs. 1000 Crores or more, or a net profit of Rs. 5
Crores or more during the financial year, section 135 of the Companies
Act, 2013 relating to Corporate Social Responsibility is not applicable
and hence the Company need not adopt any Corporate Social
Responsibility Policy.

45. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandated the formulation of certain policies for all
listed companies. All the policies are available on our website
(www.abhishekinfra.co.in). The policies are reviewed periodically by the
Board and updated based on need and new compliance requirement.

46. CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION:

Since the paid-up capital of the Company is less than Rs. 10 Crores and
Net worth of the Company is less than Rs. 25 Crores, Corporate
Governance as mentioned in SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 are not applicable.

47. SECRETARIAL STANDARDS:

The Company is in compliance with the applicable secretarial standards.

48. MECHANISM FOR EVALUATION OF THE BOARD:

Evaluation of all Board members is performed on an annual basis. The
evaluation is performed by the Board, Nomination and Remuneration
Committee and Independent Directors with specific focus on the
performance and effective functioning of the Board and Individual
Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the
Companies Amendment Act, 2017 the Company adopted the
recommended criteria by Securities and Exchange Board of India.

The Directors were given evaluation forms for the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Whole time Director.

The Directors were requested to give following ratings for each criteria:

1. fair;

2. satisfactory; and

3. very satisfactory.

The Directors have sent the duly filled forms to Nomination & Remuneration
committee. Based on the evaluation done by the Directors, the Committee
has prepared a report and submitted the Evaluation Report. Based on the
report, the Board of Directors has informed the rankings to each Director and
also informed that the performance of Directors is satisfactory and they are
recommended for continuation as Directors of the Company.

49. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider
Trading) Regulation, 2015 Amended Regulations 2018. The Insider
Trading Policy of the Company lays down guidelines and procedures to
be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting of deals by
employees and to maintain the highest ethical standards of dealing in
Company securities.

The Insider Trading Policy of the Company covering code of practices
and procedures for fair disclosure of unpublished price sensitive
information and code of conduct for the prevention of insider trading, is
available on our website.

50. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all
respects.

51. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the
following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase
of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

52. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with

the requirements of The Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this
policy.

The following is the summary of sexual harassment complaints received and
disposed during the calendar year.

• No. of complaints received : Nil

• No. of complaints disposed of : Nil

• No. of complaints pending at the end of the year : Nil

53. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the
Company which were failed to be implemented.

54. INDUSTRY BASED DISCLOSURES AS MANDATED BY
RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence
Industry based disclosures is not required.

55. CODE OF CONDUCT COMPLIANCE:

All Members of the Board and Senior Management have affirmed
compliance to the Code of Conduct for the Financial Year 2023-24. A
declaration signed by the Whole time Director affirming compliance with
the Company's Code of Conduct by the Board of Directors and Senior
Management for the Financial Year 2023-24 as required under Schedule
V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed as Annexure VI.

56. ACKNOWLEDGEMENTS:

Your Director's wish to place on record their appreciation of the
contribution made by the employees at all levels, to the continued growth
and prosperity of your Company. Your Director's also wish to place on
record their appreciation of business constituents, banks and other
financial institutions and shareholders of the Company for their
continued support for the growth of the Company.

For and on behalf of the Board
Abhishek Infraventures Limited

Sd/- Sd/-

Nagaraju Nookala Rahul Erramshetty
Place: Hyderabad Whole-Time Director Director

_{Date: 12}.₀₈.₂₀₂₄ (DIN: 09083708) (DIN: 03639105)