Infra Industries Ltd

To,

The Members

Infra Industries Limited

Your Directors, take pleasure in presenting the 35 ^th Annual Report and the audited financial statements of the Company for the year ended 31^st March 2024.

FINANCIAL HIGHLIGHT:

The financial performance of the Company for the financial year ended 31^st March, 2024 is summarized below:

OPERATIONAL PERFORMANCE / STATE OF COMPANY'S AFFAIRS:

During the year your Company has earned Total Income of Rs.3.54 lakhs as against nil income during corresponding previous year and has suffered losses of Rs.399.19 lakhs against net loss of Rs.56.41 lakhs in corresponding previous year.

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

Your Company has resumed production at the plant after closure of financial year.

Your company is in the business of manufacturing of plastic goods by rotational molding (rotomoulding). Also, your company has undergone a revival post getting out of NCLT at the end of the previous year. Post revival your company has reinstated production with an annual production capacity of approximately 300 MT. In Financial Year 2024 - 25 your company has restarted the operations with the first year production in the range of 125 - 150 MT.

DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view the accumulated losses, has decided not to recommend any dividend for the year.

TRANSFER TO RESERVES:

During the period the Board of Directors has not recommended any amount transfer to reserves as the Company has incurred loss.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

No other material changes have occurred and commitment were made between the end of financial year and the date of report, which could affect the financial position of the Company except Company has restarted production after prolong stoppage.

SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2024 is Rs.4,15,14,340 divided into 41,51,434 Equity Shares of Face Value of Rs.10/-.

Further the following alteration have taken place in Share Capital during the year;

The equity shares held by the shareholders as on September 25, 2023, being record date for the purpose of extinguishment of capital, has been extinguished in the manner set out in the Resolution Plan approved by the Hon'ble National Company Law Tribunal (NCLT). Accordingly, 59,38,100 equity shares held by 1,434 shareholders were allotted 1,434 equity shares of Rs.10 each and further allotment of 41,50,000 Equity Shares was made to Equator Financial Services Limited.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31^st March, 2024 the Company does not have any Subsidiary Company, Joint Venture or Associate Company. Hence the details of this clause are not applicable to the Company.

DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 to 76 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2024 is available on the Company's website at the link https://www.infra.co.in/annual reports.html.

BOARD OF DIRECTORS:

COMPOSITION:

The Board of Directors of the Company comprises of 6 (Six) Directors, out of which 3 (Three) are Independent Directors.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Ms. Ekta Kothari resigned from the post of company secretary with effect from November 11, 2023 and Ms. Shilpa Nimesh Satra was appointed as Company Secretary of the Company with effect from February 02, 2024.

As per the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company your Board of Directors has recommended re-appointment of Mr. Gaurishankar Jhalani, NonExecutive Director (DIN: 00126216) of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed thereunder. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. Further, the details of familiarization program for Independent Directors is also available on website of the Company.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non-Independent Director was also carried out by the Independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process.

STATEMENT OF COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Director's confirm that the Company has complied with applicable secretarial standards.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met at regular intervals during the year to discuss on the past and prospective business of the Company. The Board met 8 (Eight) times during the financial years on 09^th August, 2023; 22^nd August, 2023; 11^th September, 2023; 25^th September, 2023; 27^th September, 2023; 10^th November, 2023; 29^th November, 2023 and 02^nd February, 2024.

POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company strives to maintain an appropriate combination of executive, non-executive and Independent Directors. In terms of provisions of Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee constituted is interalia consider and recommends the Board on appointment and remuneration of Director and Key Managerial Personnel and the Company's Nomination and Remuneration Policy is attached as Annexure - A.

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

The Company with the approval of its Nomination and Remuneration Committee has put in place an evaluation framework for formal evaluation of performance of the Board, its Committees and the individual Directors. The evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc. The evaluation criteria for the Director's was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

STATUTORY AUDITOR AND AUDIT REPORT:

M/s. Karnavat & Co., Chartered Accountants (Firm Registration Number: 104863W) were appointed as Statutory Auditors of the company at the 34^th Annual General Meeting held on December 29, 2023 till the conclusion of the 36^th Annual General Meeting of the Company.

The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers or adverse remarks.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed Shreyans Jain & Co, Practicing Company Secretaries as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2023 - 24. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the FY 2023 - 24 is annexed to this report as Annexure - B.

The observations in the secretarial auditor's report are self-explanatory and not require any further comments.

COST RECORD:

The provision of cost audit as per section 148 is not applicable to the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate as per the nature of the business, the size of its operation. The Company has an in-house Internal Audit (“LA”) department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. Remediation of deficiencies by the IA department has resulted in a robust framework for internal controls.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which are required by the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Company's Act, 2013 confirm that:

a) All applicable Accounting Standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) they have selected such Accounting Policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2024 and of the loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;

e) The Company follows stringent internal financial controls and that such internal controls are adequate and are operating adequately;

f) There is proper system devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the particulars related to conservation of energy, technology, absorption and foreign exchange earnings and outgo are given in “Annexure C” to this report.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation 18 of the SEBI (LODR) Regulations, 2015. The Audit Committee met 3 (Three) times during the financial years on 25^th September, 2023; 10^th November 2023 and 02^nd February, 2024.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) of Directors was constituted by the Board of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.The Nomination and Remuneration Committee met 2 (Two) times during the financial years on 29^th November, 2023 and 02^nd February, 2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178(5) of the Companies Act, 2013 and the Regulation 20 of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee. The Stakeholder Relationship Committee met 1 (One) times during the financial years on and 02^nd February, 2024.

VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. During the year no such instance took place.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with the provision of section 135 of the Companies act, 2013 read with the companies (corporate Social Responsibility Policy) Rules 2014, the Company does not fall in the ambit of limit in respect of corporate Social responsibility.

RISK MANAGEMENT:

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its existence.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employee's remuneration and such other details are given as Annexure - D.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of regulation 15 (2)(a) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with Corporate Governance provisions as specified in regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V is not applicable during the year 2023-24 as the Company's Paid up Equity Share Capital is not exceeding Rs.10 Crores and net worth is not exceeding Rs.25 Crores as on 31st March 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF ACT:

During the year there are no Loans or Guarantees given nor Investments made under Section 186 of the Companies Act, 2013 and there are no reportable details.

MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

No material orders were passed by any Judicial Bodies or Regulator against the Company.

IBC CODE & ONE TIME SETTLEMENT:

There is no proceeding pending against the company under the Insolvency and Bankruptcy code, 2016 (IBC Code). There has not been any instance of one-time settlement of the company with any bank or financial institution.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDREMSSAL) ACT, 2013:

During the year your Company has Constituted Internal Complaints Committee (ICC) in terms of the Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further your Company believes in creating an environment for its employees, which is free from discrimination. The Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.

ACKNOWLEDGEMENTS:

The board of Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers and Shareholders during the year under review. The boards of Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.