Samay Project Services Ltd

<dhhead>DIRECTORS' REPORT</dhhead>

Dear Members,

The Directors are pleased to present the Twenty Third Annual Report and the Company’s audited accounts for
the financial year ended 31^st March, 2024.

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

, Rs. in' 00

Earnings per share for the financial year 2023- 2024 stood at Rs.4.22/- as compared to Rs.3.13(adjusted
earnings per share for the previous year due to issue of bonus share during the year) for the financial year 2022
- 2023. Book value of the share, stood at Rs. 15.01/- as on 31st March 2024 as compared to Rs.388.60/- as on
31st March 2023.

The steady state prices in the steel market with less volatility in the last financial year has helped the company
in managing procurement costs better. Similarly, the Company has set up a good organizational structure in
operations to manage the day-to-day operations of all projects. The Company has a good mix of both Private
and Public Sector projects. All these factors have helped the company maintain the operating margins the last
financial year. The company has a good backlog of orders to be executed in the year 2024-25. The good track
record over the past 23 years has created a name for the Company as a trustworthy EPC Contractor with strong
capability in executing engineering projects in India and Abroad. The Company has developed a strong
enquiry stream as a result of the hard work for the past two decades.

The Company has a good order backlog giving revenue visibility for the FY 2024 -25. The Company is also
bidding for larger projects as we are prequalified to bid for bigger infrastructure projects. The Company is
executing a FGD project in Ramagundam on a turnkey basis which will enable the company to bid for similar
FGD projects in future. As the thermal power projects are facing a downturn due to the big push for renewable
energy, the Company is focusing on alternate green EPC segments such as Bio CNG, Green Hydrogen /
Ammonia. The Company is tying up with a technology provider for BioCNG to promote EPC projects on a
turn key basis in India. The Company is also planning to put up a BioCNG Plant in Tamil Nadu which will not
only serve as a model plant for potential customers, but also diversify the revenue streams of the Company and
derisk operations once completed.

In light of requirement of further funds for expansion of operations and business of the company, the company
has proposal to list it securities in "The SME Exchange (Small and Medium Enterprises exchange)". The
company is dedicated in ensuring a smooth and optimal compliance process to obtain the necessary statutory
approvals as required.

As at 31^st March 2024, the authorized share capital of the company was increased to Rs. 16,00,00,000/- divided
in to 1,60,00,000 equity shares of Rs.10 each. During the year your company had capitalized its profit by issue
bonus shares at the ratio of 1: 35. The number of shares issued and paid up as at 31.03.2024 is Rs.
11,02,93,200/- divided in to 1,10,29,320 equity shares of Rs.10 each.

No amount was transferred to reserves and surplus during the year under review considering the funds required
for the future projects.

There is no change in the nature of business of the company as compared to what was being carried out in the
previous years or from what is stipulated in the Memorandum of the Company

The Board of Directors (Board) has devised systems, policies and procedures/frameworks, which are currently
operational within the Company for ensuring the orderly and efficient conduct of its business which includes
adherence to Company’s prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and timely preparation of reliable financial information. In line with best practices, the
Board reviews these internal control systems to ensure they remain effective and are achieving their intended
purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to
strengthen controls. These controls are in turn reviewed at regular intervals.

Based on the information provided, nothing has come to the attention of the Directors to indicate that any
material breakdown in the function of these controls, procedures or systems occurred during the year under
review. There have been no significant changes in the company’s internal financial controls durjjig_the year
that have materially affected, or are reasonably likely to materially affect its internal financial

There-are inherent limitations to the effectiveness of any system of disclosure, controls and procedures,
including the possibility of human error and the circumvention or overriding of the controls and procedures.
Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of
achieving their objectives. Moreover, in the design and evaluation of the Company's disclosure controls and
procedures, the management was required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

The detailed disclosures as required under Section 134(3) (a) of the Companies Act, 2013 is provided in Form
MGT -9 as Annexure 1.

There are no material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial statements relate and
the date of this report.

During the year your company does not have any Subsidiary or joint venture companies. There were no
subsidiaries in which investments were made by your company during the year under review.

There are no inter corporate loans given by your company, there are no corporate guarantees extended by your
company to any other company or individual and there are no investments made by your company in any other
company in this year. There are no such loans, guarantees or investments outstanding as at the end of the year.

All the related party transactions that were entered by the Company was in ordinary course of business and
were at arm's length basis. The Company presents all related party transactions before the Board specifying the
nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a
transparent manner keeping the interest of the Company and Stakeholders' as utmost priority.

Since all the related party transactions were entered by the Company in ordinary course of business and were at
arm's length basis, FORM AOC- 2 is not applicable to the Company.

During the year under review; the Company did not raise funds which could be classified within the ambit of
the term "Deposits" under Sec.72 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 and Circulars as amended from time to time. But the company had received funds from
directors and the same are continuing during this year also. The amount payable to directors as at the end of the
year is Rs.29,12,817 /- These amounts received are not classified as deposits and are exempt from the
corresponding provisions of the Act.

Pursuant to the provisions of sections 139(9) and 142(1) and other applicable provisions, if any, of the
Companies Act, 2013, read with rules made there under, the retiring auditors M/s Krishaan & Co., (Firm
Registration No.001453 S) Chartered Accountants, Chennai, who have been appointed in the causal vacancy
till the conclusion of this annual general meeting being eligible for appointment are proposed to be appointed
as Statutory Auditors for a period of Five years from the this Annual General meeting till the end of 28th
Annual General meeting to be held in the year 2029 subject to ratification of the appointment in every year in
the Annual General meeting of that year.

There is a need to enhance working capital funds due to anticipated increase in business. With a view to meet
such enhanced fund requirement your directors want to conserve available funds and hence are not
recommending any dividend for the year under review.

The risks identified were rate/price risk, customer attrition risk, manpower attrition risk, market demand risk,
and collection risks due to growing competition in service sector. Your directors were concentrating on
enhancement of the business and were concentrating on that aspect so that they can cover at least market
demand risk and manpower attrition risk to an extent. Once the order level improves to a considerably
reasonable level your directors will concentrate on mapping other related risks and evolve suitable strategies
for overcoming such risks and will present a comprehensive risk mitigation plan before stake holders in
ensuing years.

There are no significant and material orders passed against the Company or issues pending against the
Company as on the reporting date which will have an impact on the profitability of the Company, operations of
the Company or its status as a going concern and hence no further disclosures are required under this head.

The Board of Directors/ key managerial personnel comprise of;

.-The Following Changes are occurred in the constitution of the Board of Directors of the Company during the
financial year 2023-24 but before the date of this report:

Mr. Anand Rajagopal was appointed as Managing Director at the EGM of the Company held on 6th January
2024.

Mrs. Santhi Karthikeyan was appointed as Whole Time Director at the EGM of the Company held on 6th
January 2024.

Mr. Narayanan Ananthaseshan was appointed as Non-Executive Independent Director at the EGM of the
Company held on 6th January 2024.

Mrs, Gowri Ramachandran was appointed as Non-Executive Independent Director at the EGM of the Company
held on 6th January 2024.

Mr. Vinu was appointed as Non-Executive Independent Director at the EGM of the Company held on 6th
January 2024.

The details of Board meetings held during the year and the attendance of directors is provided herewith:

The provisions of sub section of 178(1) relating to nomination and remuneration committees and stake holders'
relationship committees are not applicable to the company.

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, for the year ended 31^st March, 2024, the applicable accounting
standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed
along with proper explanation and there are no material departures from the same other than those which were
clearly brought about in the notes on accounting policies and notes on account;

b) the Directors have 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 as at 31^st March, 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 Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts of the Company on a going concern basis:

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

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

The Company has received declarations from the Independent Directors to the effect that they meet the criteria
of independence as provided in Section 149 of the Act. In the opinion of the Board, the Independent Directors
fulfil the conditions specified in the Act and are independent of the Management. All the Independent Directors
have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the
Act. They have also confirmed compliance with Section 150 of the Act regarding registration with
Independence Directors databank maintained by the Indian Institute of Corporate Affairs. As per the above
provisions, every independent director shall submit a declaration of compliance with sub-rule (1) and sub-rule
(2) to the Board each time he/she submits the declaration required under sub-section (7) of section 149 of the
Act. The Company has obtained a declaration to that effect from the Independent Directors.

In terms of the provisions of Section 134 of the Companies Act, 2013, read with the Companies (Appointment
and Remuneration Rules, 2014) as amended, the names and other particulars of the employees are set out in
Directors’ Report.

i) None of employees have received remuneration in excess of Rs. 1,02,00,000/- p.a. during the current
financial year.

ii) None of the employees who were if employed for part of the financial year have received remuneration in
excess of Rs.8, 50,000/- p.m.

iii) None of the employees have drawn remuneration in excess of that drawn by-Managing Director/Whole
Time Director/Manager who holds by himself or along with his spouse & dependent children not less than 2%
of the equity shares of the Company.

There are no qualifications in the audit report. However, Statutory Auditors have brought to notice of the
shareholders about the Contingent liabilities pertaining to Income tax and Sales tax and the Auditors have also
mentioned in their report that the Audit trail was not operating throughout the year. During the year, there have
been no incidents of fraud reported to in terms of Section 143(12) of the Act.

The provisions of Cost Audit are not applicable to the Company and hence no such audit was conducted for the
year under review hence no further report is required to be attached with this report of Directors⁵.

The provisions of Secretarial Audit are not applicable to the Company and hence no such audit was conducted
for the year and hence no such report is attached with this report of Directors’.

There are women employees on the pay roles of the Company. The Company has a policy of monitoring,
enquiring and disposal of complaints, if any, received against any discrimination or sexual harassment
immediately by a committee that will be constituted comprising of women director and women employees. The
Company has a zero-tolerance policy against sexual harassment towards women employees at work place. No
such complaints are received during the year under review.

These provisions are not applicable to your Company and hence no further disclosures are required to be made.

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as
required to be disclosed under Sec. 134 of Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts)
Rules, 2014:

The Company has no obligation to transfer any funds to IEPF as on 31.03.2024 as no dividends were declared
from the date of its incorporation.

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.

During the year under review, there were no instances of valuation done in the aforementioned manner and
hence the requirement to furnish the details on the same is not applicable to the Company,

The Company does not meet any of the criteria fixed for undertaking CSR activities and hence no CSR
activities have been undertaken by the Company.

There are no special events which have occurred during the reporting period or between reporting period and
the present report date which require special disclosure.

The Directors express their thanks to all the stakeholders. The Directors place their appreciation on record for
the sustained help and assistance rendered by the staff of the Company, the bankers to the company,
Governmental agencies, contractors, suppliers and professionals in shaping the destiny of the company during
the year.