To The Members,

The Board of Directors take pleasure in presenting their Report along with the Audited Accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS:

During the year under review, your Company has recorded a gross total income of Rs. 16,36,76,730/- from commercial operations and recorded a net profit of Rs 17,74,464/-.

THE STATE OF AFFAIRS OF THE COMPANY:

During the year under review, the Company has continued to engage in its business activities and affairs incidental to its existence. There has been no change in the business of the Company during the financial year ended 31^st March, 2024.

DIVIDEND:

In order to conserve its financial resources to meet its growth plan, your Board could not recommend any dividend for the year under review.

TRANSFER TO RESERVES:

Directors have decided not to transfer any amount to reserves for the year.

REVISION OF FINANCIAL STATEMENTS:

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

SHARE CAPITAL:

The Authorized share capital of the Company is Rs.13,10,00,000 (Rupees Thirteen Crores Ten lakhs) divided into 1,31,00,000 equity shares of Rs 10/- each. The paid up capital of the Company is Rs. 11,59,10,000/- divided into 1,15,91,000 equity shares of Rs 10/- each.

COMPANY'S PERFORMANCE

During the year 2023-24, the performance of the company is satisfactory.

DEPOSITS:

The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

SUBSIDIARIES:

The Company has no Subsidiaries.

PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS:

During the year, your Company did not make any Investments, gave loans and provided Guarantee.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013 during F.Y. 2023-24 and, as such, no amount on account of principal or interest on public deposits was outstanding as on March 31^st, 2024.

(a) Accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- (i) at the beginning of the year: NIL

(ii) maximum during the year: NIL (iii) at the end of the year: NIL

(d) Details of the money received from directors: Nil

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOVENCY AND BANKRUPTCY CODE 2016:

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

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

During the year under review, there has been no one time settlement of loans taken from Banks.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approvals placed before the Audit Committee and the Board of Directors on a Quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed here with as Annexure-I to this Report.

CHANGE IN NATURE OF BUSINESS:

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

BOARD OF DIRECTORS& KEY MANAGERIAL PERSONNEL:

The list of Director's & KMP's of the Company as on 31^st March, 2024 are as follows:

As per the present composition of Board of Directors of the company, Mr. Shaz Hasan Jaweedan, director of the company is eligible to retire by rotation and offers himself for reappointment for the financial year 2023-24.

Mr. Syed Mohammed Fazle Ali was appointed as CFO of the company on 20/05/2024.

Details of Changes in the Board of Directors and Key Managerial Personnel

There was no change in the Board of Directors and KMP during the year under review

During the Financial Year 2023-24:

BOARD AND COMMITTEE MEETINGS:

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors.

a) Details of Board Meetings

During the year under review, 5 (Five) Board Meetings were held, details of which are provided in the Corporate Governance Report.

b) Audit Committee

During the year under review, 5 (five) Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report.

c) Nomination and Remuneration Committee & Stakeholder Relationship Committee.

During the period from April 1, 2023 to March 31, 2024, one (1) nomination and remuneration committee meeting and one (1) Stakeholder Relationship Committee has been held on 13^th February 2024.

The intervening gap between the board and committee meetings were within the period of 120 days as prescribed under the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015.

BOARD EVALUATION:

Evaluation of all Board members is done on an annual basis. The evaluation is done 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.

The criteria covered various aspects for evaluation of Independent Directors such as Participation at the Board / Committee meetings, Commitment (including guidance provided to senior management outside of Board/ Committee meetings), Effective deployment of knowledge and expertise, Integrity and maintaining of confidentiality, Independence of behavior and judgment, exercise of objective independent judgment in the best interest of the Company, Ability to contribute to and monitor corporate governance practice and Adherence to the code of conduct for independent directors, for

Evaluation of the Board, Implementation of robust policies and procedures and Size, structure and expertise of the Board were considered, for Evaluation of the Managing Director and Non-Executive Directors, Participation at the Board / Committee meetings, Effective deployment of knowledge and expertise; Discharge of its functions and duties as per its terms of reference, Process and procedures followed for discharging its functions, Effectiveness of suggestions and recommendations received were considered, for evaluation of Chairman of the Board aspects such as Managing relationship with the members of the Board and management, and effective decision making at the board were considered.

POLICY FOR DETERMINING DIRECTORS' ATTRIBUTES AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT STAFF.

Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determining Director Attributes and Remuneration of Directors, Key Managerial Personnel and Senior Management Staff. The Board Diversity and Remuneration Policy, has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender on the Board and to ensure that the level and composition of the Board and the Remuneration of Directors, Key Managerial Personnel and one step below the KMP are reasonable and sufficient to attract, retain and motivate them to successfully run the Company. The said Policy is available on the website of the Company and can be accessed at

the web link: http://zrinfra.com/pdf/policy/Nomination-and-Remuneration-Policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms:

(a) That the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) That 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 at the end of the financial year 31^st March, 2024 and of the profit and loss of the company for that period; (c) That the directors have 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) That the Directors have prepared the annual accounts for the financial year 31^st March, 2024 on a going concern basis; (e) That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) That 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility required to be disclosed under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the company. Hence, composition of committee is not required.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received Declarations / Confirmations from all the Independent Directors of the Company as required under Section 149(6) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the Listing Regulations. There has been no change in the circumstances, which has affected their status as Independent Directors. They are independent of the Management and are not related to any of the Directors or Key Managerial Personnel of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite skills, qualifications, experience, and knowledge and fulfill the conditions of independence as specified in the said Act, Rules and Regulations. The Non-Executive Directors of the Company had no pecuniary relationship other than payment of sitting fee for attending meetings of Board of Directors and its Committees.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs and have confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as applicable and shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The details of Nomination and Remuneration Committee and Policy are stated in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return of the Company can be accessed on the website of the Company at www.zrinfra.com.

AUDIT AND AUDITORS:

1. Statutory Auditors:

The Audit Report of M/s. S. N Murthy & Co. on the Financial Statements of the Company for FY 2023-24 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer

2. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Chava Sai Krishna, Practicing Company Secretary (Chava & Associates) to conduct the Secretarial audit of the company for the financial year ended March 31, 2024, and the Secretarial Audit Report issued by him in Form MR-3 is enclosed as Annexure-II to this Annual Report. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks.

3. Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rule 13(1) of Companies (Accounts) Rules, 2014 made there under. The Internal Auditor is submitting the reports on quarterly basis.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, there are no qualifications, reservations or adverse remarks made by Statutory Auditors and Secretarial Auditors in their report for the Financial Year ended 31^st March, 2024. And they have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company's website. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

RATIO TO REMUNERATION TO EACH D IRECTORS AND PARTICULARS OF EMPLOYEES:

There are no employees who fall within the provisions of section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as per the requirements of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

A separate report on corporate governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliances forms an integral part of this Report.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year 31^st March, 2024 to which the financial statements relates and the date of signing of this report.

HUMAN RESOURCES:

The industrial relations of the Company continued to be harmonious during the year under review.

POLICY ON SEXUAL HARRASSEMENT:

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31^st March, 2024, the Company has not received any Complaints pertaining to Sexual Harassment.

INSURANCE:

The properties and assets of your Company are adequately insured.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI') and that such systems were adequate and operating effectively.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT-GO:

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are as mentioned below:

(a) Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy. (i) The steps taken by the company for utilizing alternate sources of energy -Nil (ii) The capital investment on energy conservation equipments - Nil

(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company. (ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings: Nil

(d) Foreign exchange out go: Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company's businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms part of the Annual Report as Annexure-III.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company doesn't fall under the Top 1000 Companies as per market capitalization as on 31^st March 2024. Hence the disclosures relating to Business Responsibility and Sustainability Report is not applicable for FY 2023-24.

STATUTORY COMPLIANCE:

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

COMPLIANCE WITH SEBI (LODR) REGULATIONS, 2015:

The company is in compliance of SEBI (LODR) Regulations 2015, to the extent applicable.

NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

CEO/CFO CERTIFICATION:

In line with the requirements of Schedule-V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Zulfi Abdullah Ravdjee, Managing Director and Mr. SM Fazle Ali CFO of the company has submitted a certificate to the Board, certifying inter-alia, that the Financial Statements and the Cash

Flow Statement for the year ended March 31, 2024 were reviewed to the best of their knowledge and belief, that they do not contain any material untrue statement, do not omit any material facts, are not misleading statements, together present a true and fair view and are in compliance with the applicable laws and regulations. The certificate further confirms that the transactions entered into by the Company for establishing internal control, financial reporting, evaluation of the internal control systems and making of necessary disclosures to the Auditors and the Audit Committee have been complied with.

EVENT BASED DISCLOSURE:

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

1. The Company has not a. issued any shares / securities during the year under review and hence no information as per provisions of The Companies Act 2013 read with relevant Rules of the Companies (Share Capital and Debenture)Rules,2014, is provided. b. Purchased or gave any loans for purchased of its shares. c. Bought back any shares during the period under review. d. Undergone any revision

2. The company is in compliance with SS 1 & SS 2.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No such applications were made by or against the Company and no proceedings under INSOLVENCY AND BANKRUPTCY CODE, 2016 were initiated or pending against the company during the period under review.

THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There were no such instances during the financial year under review.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and cooperation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.