Patidar Buildcon Ltd

To.

The Members.

PATIDAR BUILDCON LIMITED

Your Directors have pleasure in presenting their 35*AnnuaI Report on the business and operations of the Company and the accounts for the Financial Year ended March 31. 2024.

1. FINANCIAL SUMMARY& HIGHLIGHTS:

The summarized Audited Standalone Financial Performance of your Company for die Financial Year 2023-24 and the previous Financial Year 2022-23 is tabled below:

Key Financial Highlights & Comparison with the Previous Financial Year:

?> Total Income decreased to Rs. 23.08 Lakhs in comparison to Rs. 96.23 Lakhs of Previous Financial Year 2022-23.

?> PBT decreased to Rs. (8.33) Lakhs in comparison to Rs. 2.58 Lakhs of Previous Financial Year 2022-23.

•> PAl decreased to (9.56) Rs. Lakhs in comparison to Rs. 2.21 Lakhs of Previous Financial Year 2022-23.

•> EPS decreased to Rs. -0.17 in comparison to Rs. 0.04 of previous financial year 2022- 23.

Further, the Audited Standalone Financial Statements for the Financial Year 2023-24, forming part of this Annual Report, have been prepared in accordance with the Schedule III and Indian Accounting Standards (Ind-AS) 35 notified by the Ministry of Corporate Affairs (MCA) and The Securities Exchange Board of India (SEBI) read with the provisions of Section 133 of the Companies Act, 2013 and Companies (Indian Accounting Standard) Rules, 2015.

2. STATE OF AFFAIRS AND REVIEW OF OPERATIONS AND WAY AHEAD

The Company is registered at Registrar of Companies Ahmedabad on 16—May. 1989 having and is Corporate Identification NumberL99999GJ19S9PTC058691.

The Company is engaged in to Real Estate Activityyour company has clocked revenue from operation at Rs. 23.08 lakhs as compared to Rs. 96.23 lakhs in the previous financial year 2022-23. The Profit after tax was at Rs. (9.56) Lakhs during the year. The company's focus now is to grow the topline while maintaining the profitability. Operating in the present, with an eye on the future, we are driven by our grow and deliver strategy.

• VlS10N:To be the most sustainable and competitwe company in our industry.

• MISSION: To come up with Innovative Construction concepts with bestcompetitive quality and pricing for our valuable customers.

• SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS: The Company is currently engaged in only one business i.e. of Real estate. Accordingly there is no segments of business activity of the Company

• CHANGE IN STATUS OF THE COMPANY:The status of the company has not been changed during the financial year 2023-24.

• KEY BUSINESS DEVELQPMENTS:Companv is working in the field as already conducted by it in the previous year. However company has changed the turnover by which it was working in the segments.

• CHANGE IN THE FINANCIAL VEAR:The Company has not changed its financial year during the year.

• CAPITAL EXPENDITURE PRQGRA.MMES:Not Applicable

• DETAILS AND STATUS OF ACQUISITION. MERGER. EXPANSION

MODERNIZATION AND DIVERSIFICATION:.^ Applicable

• BEV-ELOEMENIS, AC&MSlIIflK AND ASSIGNMENT Of MATERIAL

INTELLECTUAL PROPERTY RIGHTS:Not Applicable

• ANY .OTHER MATERIAL EVENT HAVING AN IMPACT ,QN THE AFFAIRS. OF THE COMPANV:No other material events have occurred during the financial year 2023- 24 which impact on the affairs of the Company.

• PERFORMANCE OF THE COMPANY: The overall performance of the company during the financial year 2023-24 is satis facto rv. The company has focused to carry out various construction projects during the year by adopting latest technology' and Innovative techniques in the projects which ultimately leads to faster construction and customer satisfaction. Besides, the companyis very conscious on the quality control matter.

3. DIVIDEND:

With a view to enlarge the business operations by way of reinvesting the profit of the Company in the business activities of the Company, the directors did not recommend 3nv Dividend for the Year 2023-24.

4. IHEAMQ-UNTS, IF ANY* WHICHJTPEQEQSE^XO-CARRY-TQ-ANTE^STRVES:

The company' has not transferred any amount to the reserves from the profit for the financial year 2023-24.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL;

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. The Composition of Board of Director during the financial y^rear 2023-24 under review is as follows:

?During the year Mr. Mehul Sureshbhai Savani has been appointed as an additional Nonexecutive Independent director of the company w.e.f. 05.07.2023, which was subject to shareholders' approval and it has regularise the appointment in the annual general meeting held on 26.09.2023.

The Board of Directors of your Company are fully committed to steering the organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of Sustainable growth and development.

In accordance with the provisions of Section 152(6) of the Companies Act. 2013 and in terms of the Memorandum and Articles of Association of the Company. Mr. Dhirajlal Patel (DIN: 02082578), Director of the Company retires by rotation 3t this ensuing Annual General Meeting and has offered himself for reappointment.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Also, pursuant to Schedule V(C)(10)(i) of SEBI (LODR) Regulation. 2015 ; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Director of the Company confirming that they meet with the criteria of independence as prescribed under subsection 6 of Section 149 of the Companies Act. 2013 and under Regulation 16 [b) of SEBI [Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

6. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

During the Financial Year under review, the Board of Directors of the Company met for S [Eight) times for various agenda items of the Company, the same which were circulated well in advance to the Board.

The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:

The intervening g3p between the Meetings was within the period prescribed under the Companies Act, 2013.

7. CQMMITEES OF THE BOARD OF THE COMPANY:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws 3nd statues.

The Board has constituted following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholder's Relationship Committee

> Internal Complaints Committee

8. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Company's website and can be accessed at (www.patidarbuiIdconltd.in).

9. STATUTORY AUDITORS &AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act. 2013 Shah Thacker & Co.. Chartered Accountants. (FRN: 129967W). have been appointed as statutory auditors of the company at the 33^rdAnnual General Meeting held on September 26, 2022 to hold office till the conclusion of Annual General Meeting of the Company for financial year 2026-27.

The Report given by the Auditors on the financial statement of theCompany is part of this Report. There has been no qualification,reservation, adverse remark or disclaimer given by the Auditors intheir Report. TheAuditors comments on your company's accounts for year ended March 31, 2024 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) (i) of the Companies Act. 2013.

10.DISCLOSURE QF REPQ.RT1N.(LQ?JBA.U13-B3lAUD1XQR&.UNDE&SJEXI1QN .UUlZk

During the financial year 2023-24, neither the Statutory' Auditor nor the Secretarial Auditor of the Company has reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board's Report.

11.INTER.VAL AUD.it &INTERNAL FINANCE CONTROLS:

The Board has adopted the poiicies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records 3nd the timely preparation of reliable financial disclosures.The reports of Internal Audit are reviewed by the Audit Committee of the Board.

The Company has appointed M/s. Saurabh Patel ^Associates (FRN.144650W),

Chartered Accountants as an Internal Auditor of the Company in the Board meeting held on 30th May. 2023 for the financial year 2023-24.M/S. Saurabh Patel ^Associates. Chartered

Accountantshas provided the Internal Audit report from 01^st April 2023 to 31^s* March, 2024.

12.C.QSlLRECflRP&

Pursuant to Secrion-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules. 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2023-24.

13.SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. the company has appointed M/s. A. SHAH & ASSOCIATES,Practicing Company Secretaries to undeitake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure -Ito the Board's Report.

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 Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEEi") under Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

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

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, 3t which the performance of the Board, its committees and individual directors was also discussed.

15. DEEOS1TS:

Your company has not accepted any deposits from the public within the provisions of Section 73 to 76 of the Companies Act. 2013. Hence, the disclosures required as per Rule S(5)(v)&(vi) of the Companies (Accounts] Rules. 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to the Company.

16.

The Company has not earned any Foreign Exchange by the way of Export Sales and has not incurred any Expenditure in Foreign Exchange during the Financial Year 2023-24.

17.VIGIL MECHANISM:

In pursuant to the provisions of section 177 (9] & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.patidarbuildconltd.in under investors / policy documents / Vigil Mechanism Policy link.

18. .CQNSERVATlC^-.QELE^ERGX&XJECllNQJlllGy ABS.QRPTJQN:

(a)Conservation of energy:

(b) Technology absorption:

19. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key 'Managerial Personnel and other employees. The policy is annexed to this report as "Annexure II".

20. PABIlilUJA^J^Q^XBACl$-0iLAR^NG?MENI3-AYlXtLR?LAT.gP.PARTIES;

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

All such Related Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of P^elated Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.patidarbuildconlimited.in under investors/policv documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 1SS of the Companies Act, 2013, 3re disclosed in Form No. AOC-2 Annexure: III' the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

In terms of provisions of Section 134(3)(g), there was no Loans. Guarantees Or investments provided by company as per section 186 of the companies act, 2013. However The Particulars of Loans. Guarantees or Investments under Section 186. is annexed hereto as ‘'Annexure IV" and forms part of this Report.

22. PARTICULARS.QF. EMPLOYEES REMUNERATION;:

A. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197. of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. are forming part of this report as Annexure V".

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 8.5 Lac Per month and PvS. 1.02 Cr. Per Annum if employed for the whole year.

23. CORPORATE SQCLAL RESPONSIBILITY fCSRk

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.

24. miM A&HE.S-QimCES;

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement The Company's Health and Safety' Policy commits to provide a healthy and safe work environment to all employees.

25.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has setup the Internal complaints committee and the S3id committee has framed policy for prevention of sexual harassment at work place in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013. However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women employees of the company.

26.CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

2 7. M AKAMMEN1..QISX jiSSICMAND-AN'AJLAISLS.:

As per corporate governance norms, a separate section on Management Discussion and

Analysis outlining the business of the Company is set out in Annexure forming part of this

Report.

28.SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by die regulators or couits or tribunals impacting the going concern status and Company's operation in future.

29.SIGNIFICANT QR MATERIAL EVENTS Q.CCURING AFTER THE BALANCE SHEET

DATE:

There has been no significant or material events occurred after the balance sheet date.

30.DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 134(3)(c) and Section 134(5) of the Companies Act. 2013 (Act), Directors, confirm that:

(3) in the preparation of die annual accounts for the year ended on 3iⁿ March, 2024, the applicable accounting standards read with requirement 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 consistendv 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 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 had prepared the annual accounts on a going concern basis;

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

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

31. CORPORATE GOVERNANCE:

Further, this is to inform you that the paid up equity Share capital of the Company and net worth of the Company as on 31st March, 2024 does not exceed the stipulated criteria of rupees ten crcre and rupees twenty five crore respectiveiy.Hence. Regulation - 17 to 27 and Regulation - 46 (2) (b) to (i) and para C. D and E of Schedule V shall not apply to the Company and the Company is exempt from filing Regulation 27(2] Corporate Governance Report to BSE under SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

32. JMSK.MAMAGEMEKI

Your Company has adopted and implemented a Risk Management Policy voluntarily which includes identification of elements of risk, if any. which in the opinion of the Board may threaten the existence of the Company.

33. SHAREHOLDING PATTERN;

The shareholding pattern as on 31.03.2024:

34, DETAILS OF SUBSIDIARYIOINTA;ENTUR^ ANQ, ASSOCIATES COMPANY

During the year under review there is no Company which have become or ceased to be the Subsidiaries, joint ventures or associate companies of Our Company.

36. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.