To,

The members,

The Board of Directors is delighted to present the 15th report on the business and operations of your Company ("the Company") for the financial year ended March 31, 2024. This report is accompanied by the audited financial statements, which provide a comprehensive overview of the Company's financial performance and position during the year. We trust that the insights and information contained within these documents will offer a clear understanding of the Company's achievements and strategic direction.

Financial summary / highlights of performance of the Company

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Accounting Standards ("AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act")

The Company's financial performance for the year ended on March 31, 2024 is summarized below:

(Rs. in lacs)

FINANCIAL HIGHLIGHTS

The total income of the Company for the year ended March 31, 2024 was Rs. 1005.57 Lakh as against the total income of Rs. 1001.69 Lakh for the previous year ended March 31, 2023. The Total Income of the company was increased by 0.39 % over previous year.

The Company has a Net Loss of Rs. (118.37) Lakh for the year under review as compared to Net Profit of Rs. 99.83 Lakh in the previous year. Decreased in Net loss due to Increase in Cost of Material Consumed & Employee benefit expense.

Dividend

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2023-24. Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

Amount transferred to reserve

During the year, the Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

Company Background:

Our Company was originally incorporated as "Starleads Consultants Private Limited" as a private limited company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated May 20, 2009, issued by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Subsequently, the name of our company was changed from "Starleads Consultants Private Limited" to "Airan Infrastructure Private Limited", pursuant to a special resolution passed by our Shareholders in the Extra-Ordinary General Meeting held on January 6, 2012, vide Certificate of Incorporation dated January 24, 2012, issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Thereafter, the name of our company was changed from "Airan Infrastructure Private Limited" to "Indifra Private Limited", pursuant to a special resolution passed by our Shareholders in the Extra-Ordinary General Meeting held on December 24, 2022, vide Certificate of Incorporation dated December 26, 2022, issued by the Registrar of Companies, Ahmedabad. Further, our Company was converted from a private limited company to public limited company pursuant to special resolution passed in the ExtraOrdinary General Meeting of the company dated May 11, 2023 and consequently, the name of our Company was changed to "Indifra Limited" and a fresh certificate of incorporation dated May 18, 2023 was issued to our Company by the Registrar of Companies, Ahmedabad. The Corporate Identification Number of our Company is L45200GJ2009PLC056995.

Initial Public Offer and Listing of Equity Shares:

The Board of Directors had, in its meeting held on Saturday June 17, 2023, proposed the Initial Public Offer not exceeding 2250000equity shares at such price as may be decided by the Board of Directors in consultation with the Merchant Banker. The Members of the Company had also approved the proposal of the Board of Directors in their Extra- ordinary General Meeting held on Thursday, June 22-a , 2023.

Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Beeline Capital Advisors Private Limited as Lead Manager and KFin Technologies Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue

The Company applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated, November 21, 2023, granted it's In- Principle Approval to the Company.

The Company had filed Prospectus to the Registrar of the Company, Ahmedabad on Thursday, December 14, 2023. The Public Issue was opened on Thursday, December 21, 2023 and closed on Tuesday, December 26, 2023. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the NSE on December 27, 2023. The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated December 28, 2023. The trading of equity shares of the Company commenced on December 29, 2023 at Emerge Platform of NSE.

The Equity Shares of the Company are listed on the Emerge Platform of NSE. The Company confirms that the annual listing fees to the stock exchange for FY 2023-24 have been paid

Utilisation of IPO Proceeds:

The Company raised funds of Rs. 1404.00 Lakhs through Initial Public Offering (IPO). The gross proceeds of IPO has been utilized in the manner as proposed in the Offer Document, the details of which are hereunder:

(Rs. in lacs)

Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO.

Change in Nature of Business

During the year the company has changes its main object by passing shareholders resolution dated March 11, 2023 as follows.

1. The Main Object to be pursued by the Company is as follows:

a. To carry on Business as Builders, Contractors, Designers, Architects, Constructors, Real Estate Developers, Brokers of all types of buildings and structure including houses, flats apartments, row houses, bunglows, twin bunglows, tenements, offices, godowns, warehouses, shops, factories sheds, hospitals, hostels, holiday resorts shopping cum residential complexes, industrial structures, place of workshop, highways, roads, path, sideways, courts, alleys, pavements, townships and to develop, erect, install, alter, improve, add, establish, renovate, recondition, protect, enlarge, repair, demolish, remove, replace, maintain, buy, sell, lease, commercialize, turn to account, fabricate, handle, and control all such buildings and structures and making infrastructure development activity like pipeline fittings for various dams, companies, canals, etc. and to purchase, acquire, take on lease or in any other lawful manner area, land, building, structure, providing services of sales and purchase of legally approved land for various project like resorts, shopping malls, multiplex complex, holidays resort-homes, big commercial center and by advancing money to and to deal in all types of immovable properties for developments, construction rentals and or for resale.

b. To carry on the business of and act as promoters, organizers, developers, of the land, estate, properties, co-operatives housing societies, associations, housing schemes, shopping offices complexes townships, farms, farm houses and other and to finance with or without or without security and or interest for the same and to deal with and improve such properties either as owner or as agent to construct or cause to be constructed the building or the estate as per its scheme for and on behalf of the members and to hold land or building constituting the estate of the Company.

To take up turnkey contracts within the country and outside involving Engineering, Consultancy, Procurement, Construction, Project Management & Completion in various sectors like power, on-shore oil and gas, refinery, fertilizers, chemicals, petrochemicals, sea & air ports and such other industries; engage in Process Design, Front End Engineering, Detailed Engineering, Construction Supervision and associated activities necessary for Turnkey Contracts; undertake Operations & Maintenance of such Turnkey Projects after completion and/or of projects completed by other contractors for any utility companies or other process industries or projects.

To carry on the business of manufacturing, assembling, operating, fabricating, repairing, reconditioning, buying, selling, importing, exporting, distributing or otherwise dealing in electronic goods of every nature and description including circuit breakers, meters, fuses, transformers, switches & switch-gears, electrical panel, distribution boards and boxes, power control centres and to act as consultants, agents, broker, franchiser, job worker, or otherwise to deal in all kinds of power and energy related products, electronics and electrical apparatuses, equipment and electrical engineering instruments.

2. To carry on the business, in India and abroad, of dealer, trader, import and export agents, representatives, contractors, buying and selling agents, brokers, importers, buyers, sellers, exporters and to buy, sell, or otherwise trade and deal in goods, produce, articles and merchandise of all types, on a wholesale cash and carry basis, including.

i. general merchandise, house-hold and groceries items such as packaged food items, fruits, vegetables, toiletries and electronic items, electrical appliances, general merchandise, apparels, accessories, stationery items, over the counter drugs, home and office furnishing, beauty products.

ii. minerals and metals, stainless and special steels, alloys and ferrous, nonferrous metals, auto parts, tools and implements, dies jigs, steel pipes and tubes and pipe fittings, iron and steel products, cast iron, steel and tubular structural, scrap, tubes and allied products, chemicals and petrochemicals, capital goods, household articles.

To carry on all or any of the businesses of suppliers, distributors, and dealers in natural gas and its derivatives including LPG, and any conventional and nonconventional type of energy, to design, fabricate, construct, lay, install, operate, use, lease, hire, inspect, maintain, improve, enlarge, alter, protect, repair, replace, remove and to carry out works in respect of pipelines and equipments and facilities related to the operation or use of pipelines and to install in any premises or place and to operate, use, inspect, maintain, repair, replace and remove meters or other devices for assessing the quantity or quality of supplies of gas and for other purposes connected with such suppliers related to gas supplies and distribution project in cities, for use in residential, commercial and automotive sectors.

SHARE CAPITAL

During the year under review, the Following changes were made in the Authorized and Paid-up share capital of the

Company.

Authorized Capital

1. Authorised Capital of the Company increased from 7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs Only) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 8,00,00,000/- (Rupees Eight Crore Only) divided into 80,00,000 (Eighty Lakhs Only) equity shares of Rs. 10/- (Rupees Ten Only) each via Ordinary Resolution passed in Extra Ordinary General Meeting by the shareholders of the Company on May 06, 2023.

Accordingly, as on the date of Report the current The Authorized Capital of the Company is Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs Only) Equity Shares of Rs. 10/-(Rupees Ten Only) each

Issued, Subscribed & Paid-Up Capital

1. Pursuant to Preferential Issue of Equity Shares by the Company, the Board of Directors, in their meeting held on April 22, 2023, has allotted 20,000 Equity Shares of Rs. 10/- each at price of Rs. 1800/- (Including a share premium of Rs. 1790/- Per Equity Share).

2. Pursuant to Bonus issue of Equity Shares by the Company, the Board of Directors, in their meeting held on May 03, 2023, has allotted 5100000 Equity Shares out of the securities premium account/or free reserve of the company in the ratio of 170:1 i. i.e. 170 (one hundred seventy) new Equity Shares for every 1(one) equity share held.

3. Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on December 27, 2023, has allotted total 2160000 Equity Shares Rs. 10/- each at price of Rs. 65/- per Equity Share (Including a share premium of Rs.55/- Per Equity Share) to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.

Accordingly, as on the date of Report the present Paid-up Capital of the Company is Rs. 7,29,00,000 (Rupees Seven Crores Twenty-Nine Lakhs Only) divided into 72,90,000 (Seventy-Two lakhs Ninety Thousand Only) Equity Shares of Rs. 10/-(Rupees Ten Only) each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board:

As on the date of this report, the Board comprises following Directors;

• excluding Section 8 Company, struck off Company, Amalgamated Company and LLPs

2 Committee includes Audit Committee, and Shareholders' Grievances & Relationship Committee across all Public Companies including our Company.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Meeting of Board of Directors

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are3 convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under the review, 17 Board meetings were held viz. April 12, 2023, April 22, 2023, April 26, 2023, May 03, 2023, May 10, 2023, May 11, 2023, May 28, 2023, May 29, 2023, June 9, 2023, June 17, 2023, June 22, 2023, July 06, 2023, August 22, 2023, September 1, 2023, November 25, 2023, December 27, 2023 and March 27, 2024.

The details of the attendance of each Director at the Board Meetings are given below.

*Mrs. Bhoomika Aditya Gupta and Mr. Ajit Gyanchand Jain were appointed w.e.f June 17, 2023.

*Mr. Siddharth Sampatji Dugar was appointed w.e.f May 10, 2023.

*Mrs. Poonam Sandeepkumar Agrawal was appointed as an Additional Non- Executive Director w.e.f March 27, 2024 and Mrs. Bhoomika Aditya Gupta has resigned from the post of Non- Executive director w.e.f March 27, 2024.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

General Meetings:

During the year under review, the following General Meetings were held, the details of which are given as under:

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Non-Promoter NonExecutive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 20, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Information on Directorate:

During the year under review, there was following change in constitution of the Board of Directors of the Company.

Change in Board Composition

Changes in Board Composition during the financial year 2023-24 and up to the date of this report is furnished below:

In the Board Meeting held on May 10* 2023

Mr. Siddharth Sampatji Dugar (DIN: 07703369) was appointed as an Additional Director (Independent) on the Board of the company w.e.f. May 10* , 2023.

In the Board Meeting held on June 17*, 2023

Mrs. Bhoomika Aditya Gupta (DIN: 02630074) was appointed as an Additional Director (Non Executive NonIndependent) on the Board of the company w.e.f. June 17*, 2023.

Mr. Ajit Gyanchand Jain (DIN: 07827804) was appointed as an Additional Director (Independent) on the Board of the company w.e.f. June 17, 2023 to hold office for a term up to 5 consecutive years not liable to retire by rotation.

In the Board Meeting held on March 27* 2024

Mrs. Poonam Sandeepkumar Agrawal (DIN: 01712128) was appointed as an Additional Director (Non-Executive NonIndependent) on the Board of the company w.e.f. March 27, 2024 to hold office till the conclusion of the ensuring General Meeting and subject to the approval of the members in the ensuing General Meeting or last day on which annual general meeting should have been held whichever is earlier.

b) Change in designation of directors during the financial year 2023-24 :- In the Board Meeting held on May 29, 2023

The Board of directors of the company had appointed Mr. Abhishek Sandeepkumar Agrawal (DIN: 07613943) as a Chairman & Managing Director of the company for a period of 5 years w.e.f May 29, 2023 and Subject to approval of the shareholders at the ensuing general meeting.

In the Extra Ordinary General meeting on May 30, 2023

In the Extraordinary General Meeting of the Members held on May 30, 2023 Mr. Abhishek Sandeepkumar Agrawal (DIN: 07613943) as a Chairman & Managing Director of the company for a period of 5 years w.e.f May 29, 2023 not liable to retire by rotation

c) Resignation of directors during the financial year 2023-24 :-

Mrs. Bhoomika Aditya Gupta (DIN: 02630074) has tender her resignation from the post of Non- Executive Director NonIndependent) of the Company with effect from March 27, 2024.The resignation is purely on account of personal reason and other professional commitments and there are no other material reasons other than the one mentioned herewith.

d) Regularization:

• In the Extraordinary General Meeting of the Members held on April 17, 2023, Mr. Abhishek Sandeepkumar Agrawal (DIN: 07613943) who was appointed as Additional Executive Director of the company on March, 22 2023 up to the date of the conclusion of the ensuing General Meeting has been regularized and appointed as Executive Director of the company w.e.f April 17, 2023.

• In the Extraordinary General Meeting of the Members held on May 11, 2023 Mr. Siddharth Sampatji Dugar (DIN: 07703369) Additional Independent Director of the company has been regularized and appointed as an Independent Director of the company for a period of five years from May 10, 2023 not liable to retire by rotation.

• In the Extraordinary General Meeting of the Members held on June 22, 2023 Mr. Ajit Gyanchand Jain (DIN: 07827804) Additional Independent Director of the company has been regularized and appointed as an Independent Director of the company for a period of five years from June 17, 2023 not liable to retire by rotation.

e) Retirement by rotation and subsequent re-appointment:

Mrs. Poonam Sandeepkumar Agrawal (DIN: 01712128), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for reappointment.

Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 15th Annual General meeting.

Key Managerial Personnel:

During financial year 2023-24, In accordance with Section 203 of the Companies Act, 2013, the Company has appointed:

1. Mr. Abhishek Sandeepkumar Agrawal as a Chairman and Managing Director of the Company w.e.f, May 29* 2023.

2. Mr. Rohit Nagar as a Chief Financial officer of the Company w.e.f June 17, 2023.

3. Ms. Ruchika Jain as a Company Secretary and Compliance officer of the company w.e.f August 22, 2023.

During the year under review following changes took place in the constitution of Key Managerial Personnel:

1. In the Extraordinary General Meeting of the Members held on May 30, 2023 Mr. Abhishek Sandeepkumar Agrawal (DIN: 07613943) as a Chairman & Managing Director of the company for a period of 5 years w.e.f May 29, 2023 not liable to retire by rotation

2. In the Board meeting held on June 17, 2023 Mr. Rohit Nagar was appointed as Chief Financial officer of the Company.

3. In the Board meeting held on August 22, 2023 Ms. Ruchika Jain was appointed as Company Secretary & Compliance officer of the company.

Change in Registered office

During the year, there was no change in Registered Office of the Company.

Performance 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 Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee 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.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors' Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that/

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 and of the profit or loss of the Company for that year;

c) The Directors had 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 for the year ended March 31, 2024 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee Audit Committee

The Company has formed Audit Committee as on June 22, 2023 in line with the provisions Section 177 of the Companies Act, 2013.

In the Board Meeting held on June 22, 2023 Board constituted Audit Committee of the company which comprised three directors; Mr. Siddharth Sampatji Dugar as Chairman Non- Executive Independent Director, Mr. Abhishek Saneepkumar Agrawal- Executive Director as Member and Mr. Ajit Jain as Independent Director as Member.

Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meetings are held for the purpose of reviewing the specific item included in terms of reference of the Committee. During the year under review, Audit Committee met 3(Three) times on November 25, 2023 , January 10, 2024 and March 27, 2024.

During the year under review, Audit Committee met 3 (Three) times on November 25, 2023 , January 10, 2024 and March 27, 2024

The composition of the Committee and the details of meetings attended by its members are given below

* The Board of directors of the company as on March 27, 2024 approved the re-constituted of Audit committee of the company due to resignation of Mrs. Bhoomika Gupta.

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting. Recommendations of Audit Committee, wherever/whenever given, will be accepted by the Board of Directors.

Vigil Mechanism

The Company has established a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethic policy. The said mechanism also provides for adequate safeguards against victimization of director(s)/Employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The details of establishment of such mechanism has been disclosed in the Board's Report. Further, the Policy on Vigil Mechanism is available on the website of the Company at https://indifra.com/investors/policies/Whistle%20Blower%20Policy.pdf

Stakeholder's Relationship Committee::

In the Board meeting held on June 22, 2023, Board constituted Stakeholders Relationship Committee of the company which comprised three directors; Mr. Ajit Jain as Chairman Non- Executive Independent Director, Mrs. Bhoomika Aditya Gupta- Non-Executive Director as Member and Mr. Siddharth Sampatji as Independent Director as Member.

During the year the committee was reconstituted as on March 27, 2024 as follows:

During the year under review, Stakeholder's Relationship Committee met 2 (Two) times on January 10, 2024 and March 27, 2024

The composition of the Committee and the details of meetings attended by its members are given below

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration Committee in line with the provisions Section 178 of the Companies Act, 2013

In the Board meeting held on June 22, 2023, Board constituted Nomination and Remuneration Committee of the company which comprised three directors; Mr. Ajit Jain as Chairman Non- Executive Independent Director, Mrs. Bhoomika Aditya Gupta- Non-Executive Director as Member and Mr. Siddharth Sampatji as Independent Director as Member.

During the year under review, Nomination and Remuneration Committee met 2(Two) time i.e on August 22, 2023, March 27, 2024.

The composition of the Committe During the year the committee was reconstituted as on March 27, 2024 as follows:

The composition of the Committee and the details of meetings attended by its members are given below

Nomination and Remuneration Policy

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://indifra.com/investors/policies/Nomination%20&%20Remuneration%20Policypdf.

Remuneration of Directors

The details of remuneration paid during the financial year 2023-24 to Executive Directors of the Company is provided in Annual Return which is available on https://indifra.com/

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

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

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website on https://www.indifra.com/investors/Annual_report/MGT-7-Indifra-2023-24.pdf

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arm's Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report. The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://indifra.com/investors/policies/Related%20Party%20Transaction%20Policy.pdf

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2024 to the date of this Report.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

The Company has no any Subsidiary/Joint Ventures/Associate Companies. Hence, details relating to Subsidiary/Joint Ventures/Associate Companies are not provided for.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2023-24, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed off and nil complaints remained pending as of March 31, 2024. The Policy on Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company at https://indifra.com/investors/policies/Anti%20-%20Sexual%20Harassment%20Policy%20(1).pdf.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non- business risks.

i. ) The steps taken or impact on conservation of energy: Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted.

iii. ) The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well- defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations

M/s. Deora Maheshwari & Co. Chartered Accountants (FRN: 123009W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure C to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of Internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2024, our internal financial controls were adequate and operating effectively

CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-B.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Deora Maheshwari & Co., Chartered Accountants (Firm Registration No. 123009W) were appointed as Statutory Auditors of your Company at the 14th Annual General Meeting for a term of four consecutive years till the conclusion of the 18* Annual General Meeting to be held in the year 2028. In accordance with the Companies Amendment Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting and hence resolution for ratification of appointment of statutory auditor is not proposed by the Board of Directors.

The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s. SMJ & Associates Chartered Accountant, Ahmedabad, as an Internal Auditor of the Company.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS INTERNAL AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future. The details of litigation on tax and other relevant matters are disclosed in the Auditors' Report and Financial Statements which forms part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016(IBC):

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. SCS AND CO LLP, Practicing Company Secretary, Ahmedabad, to conduct the secretarial audit of the Company for the Financial Year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the Financial Year 2023-24 is annexed to this report as an Annexure-D

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

WEBSITE:

Your Company has its fully functional website https://indifra.com/ which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies / Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors' interest / knowledge has been duly presented on the website of the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all our offices and establishments.

MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost record.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review or they are not applicable to the Company;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.