Madhucon Projects Ltd

Your Directors have pleasure in presenting the 33^rd Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL SUMMARY (' Rs.in Lakhs)

2. Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2021, the annual return as referred under section 134(3)(a) of the Act for the financial year ended 31^st March, 2023 is available on the Company website at www.madhucon.com/invester/Annualreturn.

3. Indian Accounting Standards:

The Company has followed Indian Accounting Standards and accounting principles generally accepted in India in preparation of financial statements for the financial year 2022-23.

4. Dividend: [Section 134(3)(K)]

No dividend was declared on equity shares for the year ended 31.03.2023 due to Loss.

5. Board Meetings:

The Board met 4 (Four) times during the financial year 2022-2023. The following are the dates of meeting convened in different Quarters of the financial year.

6. Directors' Responsibility Statement:

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, it is hereby confirmed:

i. That in the preparation of annual accounts for the financial year ended 31 ** March, 2023; the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected 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 or loss of the Company for that period.

iii. That 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 fo r preventing and detecting frauds and other irregularities.

iv. That the Directors have prepared the annual accounts for the year ended 31^st March 2023 on a "Going Concern" basis.

v. That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

vi. That 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.

7. Adequacy of Internal Financial Control:

The Company has structured and implemented framework for Internal Financial Controls ("IFC") in terms of the explanation to Section 134(5) (e) of the Companies Act, 2013. The Board of Directors of the Company is of the opinion that the Company has sound IFC for the year 2022-23.The Company is continuously monitoring and identified the gaps if any, and implements improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

8. Declaration from Independent Directors on Annual Basis:

The Company has received Declarations of independence as stipulated under section 149(7) of Companies act 2013 and regulation 25 of the listing regulations from Independent directors confirming that he /she is not disqualified from continuing as independent Director, the same annexed to this report as ANNEXURE-A.

9. Nomination and Remuneration Policy:

The Nomination and Remuneration Committee has laid down the policy for Remuneration of Directors, KMP & other Employees and the criteria has been formulated by the Committee for determining qualifications, positive attributes and independence of a Director. The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

10. Share Capital:

The paid up share capital is Rs. 7,37,94,940/- of Rs.1/- each. There were no other changes that have been made in the share capital of the Company during the year under review. The Details of Share Capital are given in the notes to the Financial Statements.

11. Particulars of Loans, Guarantees or Investments intersection 186 of the Companies Act, 2013:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

12. Related PartyTransactions:

The transactions entered with the related parties by the Company for the year under review with respect to rendering of services were on arm's length basis and in the ordinary course of business. Hence Section 188(1) is not attracted to the Company. Thus disclosure in Form AOC-2 is not applicable to the Company. There are no material related party transactions during the year under review with the promoters, Directors or Key Managerial Personnel.

13. Material Changes and commitments affecting the financial position of the Company:

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

14. Particulars regarding Energy Consumption, Technology Absorption and Foreign Exchange Earning and Outgo:

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished as ANNEXURE-I to this report.

15. Risk Management:

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them.

16. Corporate Social Responsibility (CSR) Policy:

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend;

a) The policy on Corporate Social Responsibility (CSR) and

b) Implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy by the Board of Directors.

17. Formal Annual Evaluation:

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review.

18. Report on the Performance/Financial Position of the Subsidiaries /Associates/Joint Ventures Companies:

A separate statement containing the salient features of the financial statements of the subsidiary Companies/Associate Companies/Joint Ventures is prepared in Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as Amended and is attached to Financial Statements.

19. Consolidation of Accounts:

In compliance with Regulation 33 of the SEBI (LODR) Regulations, 2015 and in compliance with the provisions of the Companies Act, 2013 and the Ind AS 28 Investments in Associates and joint ventures and Ind AS 110 Consolidated Financial Statements, Vour Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2023, duly audited by the Statutory Auditors which forms part of the Annual Report. The Annual Accounts of the Subsidiary Companies and the related information will be made available to shareholders, who may be interested in obtaining the same at any point of time as they have been kept for inspection by any shareholder at the Registered Office of the Company and also at its Subsidiary Companies.

a) Change in Key Managerial Personnel during the year:

1. Mr. K. Venkateswarlu was appointed as Director Cum CFO w.e.f. 11^th November, 2022.

b) Change in Directors during the year:

1. Mr. Samba Siva Rao Jasty appointed as Director-Finance & Accounts of the Company w.e.f. 28^th June, 2023.

2. Mrs. Geeta Battula appointed as Independent director of the Company w.e.f. 28^th June, 2023.

21. CEO and CFO Certification :

In accordance with the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Director Cum CFO of the Company have submitted a certificate for the year ended 31st March 2023 to the Board of Directors which forms part of the Annual Report.

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22. Vigil Mechanism / Whistle Blower Policy:

The Company has established Vigil Mechanism for Directors / Employees to report their genuine concerns or grievances. The Audit Committee of the Company oversees the vigil Mechanism through the Committee. It provides for adequate safeguards against victimization of directors/ employees who avail of the mechanism. It also provides for direct access to the Chairman of the Audit Committee. In case of repeated frivolous complaints, the suitable action will be initiated by the Chairman of the Audit Committee.

23. 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 the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary trainees) are covered under this policy.

During the financial year 2022-23, the Company received no complaints on sexual harassment.

24. Deposits:

The Company had not accepted or invited any Deposits and consequently no deposit has matured / become due for re payment as on 31^st March 2023.

25. Audit Committee:

Four meetings of the Audit Committee were held during the year. The details pertaining to composition of Audit Committee are included in the Corporate Governance Report

26. Stakeholders' Relationship Committee:

The Committee focuses on shareholders' grievances and strengthening of investor relations. The Committee coordinates the services of the Registrars and Share Transfer Agents. There were no complaints pending for redressal as at 31st March, 2023.

27. Statutory Auditors and their Report:

P. Murali & Co., Chartered Accountants (FRN 007257S) were reappointed as Statutory Auditors of the Company for the period of 4 (Four) Financial Years w.e.f. FY 2022-23 to FY 2025-26 and expressed their willingness to hold the office up to the conclusion of the 36^th Annual General Meeting was approved by the Shareholders at their 32^nd Annual General Meeting of the Company, held on 29^th September, 2022..

28. CostAuditors:

The Board of Directors, on recommendation of Audit Committee appointed AS RAO & CO., Cost Accountants (Registration No. 000326) as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company pertaining to Works Contracts, Construction of Roads, etc. for financial year commencing on 1^st April, 2023 and ending on 31^st March, 2024.

29. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s V. Madhumita and Associates, Company Secretaries (ACS 52965 and CP No.19626) has been appointed as Secretarial Auditors of the Company for the financial year 2023-24 to carry out the Secretarial Audit and issue report thereon. Secretarial Audit report issued for the financial year ended 31^st March, 2023 by M/s V. Madhumita and Associates, Company Secretaries is annexed to this Report as ANNEXURE II.

30. Listing With Stock Exchanges:

The Company's securities have been listed with Bombay Stock Exchange (BSE), and National Stock Exchange (NSE). Listing fee has been paid to BSE and NSE within the prescribed time limit as set in Regulation 14 of Listing Regulations for the Financial Years 2022-2023 and 2023-2024.

31. Particulars of Employees:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MADHUCON

32. Depository System:

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company ha: established connectivity with Central Depository Services (India) Limited (CDSL) & National Securities Depository Limitei (NSDL). In view of the numerous advantages offered by the depository system, the members are requested to avail thi facility of Dematerialization of the Company's shares on CDSL or NSDL. The ISIN allotted to the Company's Equity share: is INE 378D01032

33. Prevention of Insider Trading:

Your Company has in place code of conduct to regulate, monitor and report trading by designated persons and code c practices and procedures for fair disclosure of unpublished price sensitive information which is in adherence to the SEB (Prohibition of insider trading) Amendment Regulations, 2018. The disclosures received pursuant to this code and thi Regulations are disseminated to the Stock Exchanges within prescribed time limit. The Report of compliance officer wa: placed before the Board. The code is available at the company's website at the following link www.madhucon.com.

34. Corporate Govemanceand Shareholders Information:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance forming part of this Report, together with the Practising Company Secretaries Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

35. Appreciations:

The Directors wish to express their appreciation for the assistance and continued co-operation received from the Central and State Governments, Banks, Financial Institutions, JV partners, clients, consultants, sub-contractors, Customers, Suppliers and also the Directors wish to thank all the employees for their dedicated contribution, support and continued co-operation throughout the year at all levels.

For and on behalf of the Board of Madhucon Projects Limited,