Directors Report of Advait Energy Transitions Ltd.

Mar 31, 2025

Your Directors are pleased to present the 15^th Annual Report on the business performance and operations of your Company together
with the Audited Financial Statements and the Auditor''s Report for the financial year ended 31^st March, 2025. The consolidated
performance of the Company and its associates has been referred to whenever required.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summarized financial results of the Company for the period ended 31^st March, 2025 are as follows:

	Audited Standalone		Audited Consolidated
Particulars	As on 31^stMarch, 2025	As on 31^stMarch, 2024	As on 31^stMarch, 2025	As on 31^stMarch, 2024
Revenue from operations	29,548.09	20,743.95	39,910.91	20,884.61
Total expenditure before finance cost, depreciation (net of expenditure transferred to capital)	24,863.61	17,283.22	34,854.56	17,269.87
Operating profit	4,684.48	3,460.73	5,056.35	3,614.74
Add: Other income	735.97	248.13	735.11	287.73
Profit before finance cost, depreciation, exceptional items and tax	5,420.44	3,708.86	5,791.45	3,902.48
Less: Finance cost	868.58	658.42	976.47	692.48
Profit before depreciation, exceptional items and tax	4,551.86	3,050.44	4,814.98	3,210.00
Less: Depreciation and amortisation expenses	252.38	175.23	347.80	263.80
Profit before, exceptional items and tax	4,299.48	2,875.21	4,467.18	2,946.20
Add/(Less): Exceptional items	0.00	0.00	0.00	0.00
Profit before tax	4,299.48	2,875.21	4,467.18	2,946.20
Less: Tax Expense	1,150.12	741.75	1,261.83	758.21
(A) Profit /(Loss) for the period attributable to:	3,149.37	2,133.46	3,205.35	2,187.99
Owners of the Company	3,149.37	2,133.46	3,095.22	2,187.81
Non-controlling interests	0.00	0.00	110.13	0.19
(B) Total other comprehensive income	22.58	(0.85)	20.79	(0.44)
(C) Total comprehensive income for the period (A B)	3,171.95	2,132.61	3,226.14	2,187.55
Retained earnings balance brought forward from the previous year	6,426.18	4,182.65	6,323.70	3,564.35
Add: Profit for the period	3,149.37	2,133.46	3,095.22	2,187.81
Add: Other Comprehensive Income recognised in Retained Earnings	22.58	(0.85)	20.79	(0.44)
Add/(Less): Any Other Adjustment	364.17	110.92	364.17	571.98
Add/(Less): Changes in capital structure and other movement within equity	8,510.86	0.00	8,971.29	0.00
Balance	18,473.16	6,426.18	18,775.17	6,323.70
Which the Directors have apportioned as under to: -
Add/(Less) Dividend on Equity shares	(162.01)	0.00	(162.01)	0.00
Retained Earnings: Balance to be carried forward	18,311.15	6,426.18	18,613.16	6,323.70

2. NATURE OF BUSINESS:

Advait Energy Transitions Limited, based in Ahmedabad,
is a pioneering company providing robust products and
end-to-end solutions for power transmission, substation,
and telecommunication infrastructure, with a strategic
focus on renewable energy since 2023.

Established in 2010, Advait specializes in a wide array of
services of Power Transmission such as manufacturing
& supply of Stringing Tools, Aluminium Clad Steel (ACS)
Wire, Optical Fiber Ground Wire (OPGW), Emergency
Restoration Systems (ERS Towers), Insulators and niche EPC
Services such as Live Line installations of OPGW, HTLS ReÂ¬
conducting Projects & Turnkey Contracts in Distribution
segment under RDSS & System Improvement Schemes of
Government of India.

Notably, our commitment to pursue innovation and focus
on import substitution through manufacturing has led us
to foray into sustainability and New & Renewable Energy
business vertical, with strong vision and ambition we have
made our debut into the Solar EPC projects, Manufacturing
of Electrolysers and Assembly of Fuel Cells offering
complete solutions related to Green Hydrogen. Further,
we have also forayed our strong presence in Global
Carbon Markets by way of offering various Sustainability
related services like Carbon neutrality, consultancy and
developing tools for the same which completes entire eco
system of Renewable Energy.

We are Scaling up our business growth by adding new
industry complex at Gangand , Ahmedabad Dholera
Six Lane Highway for Approx 1,50,000 Sq meter area,
which likely to be operationalize by September 2026
through which we are enriching our business portfolio
through new our products like high-capacity conductors,
Electrolysers , Fuel cell and also expanding capacity of
OPGW & ERS. Apart from the above addition to business
through subsidiary, there was no change in the business of
the company during the year under review.

3. STATE OF COMPANIES AFFAIRS:

On a Standalone basis the total income for the financial
year 2024-25 under review was '' 30,284.06 Lakh as
against '' 20,992.08 Lakh for the previous financial year,
registering an increase of 44.26%. The profit before tax
from continuing operations including exceptional items
was '' 4,299.98 Lakh for the financial year 2024-25 under
review as against '' 2,875.21 Lakh for the previous financial
year, registering a growth of 49.54%. The profit after tax
from continuing operations including exceptional items
was '' 3,149.37 Lakh for the financial year 2024-25 under
review as against '' 2,133.46 Lakh for the previous financial
year, registering a growth of 47.62%.

On a Consolidated basis the total income for the financial
year 2024-25 under review was '' 40,646.01 Lakh as against
'' 21,172.35 Lakh for the previous financial year, registering
an increase of 91.98%. The profit before tax from continuing

operations, including exceptional items, was '' 4,467.18
Lakh for the financial year 2024-25 under review as against
'' 2,946.20 Lakh for the previous financial year registering
a growth of 51.63%. The profit after tax from continuing
operations including exceptional items was '' 3,205.35
Lakh for the financial year 2024-25 under review as against
'' 2,187.99 Lakh for the previous financial year registering a
growth of 46.50%. The Company will continue to pursue
expansion in the domestic market, to achieve sustained
and profitable growth.

4. BUSINESS OUTLOOK:

Advait Energy Transitions Limited (AETL), one of India''s
fastest-growing players in the power transmission and
clean energy sector, has announced a series of strategic
expansions that position the company at the forefront of
India''s energy transition journey.

Building on its strong foundation in transmission
line infrastructureâwith a robust portfolio of
conductors, OPGW cables, Emergency Restoration
Systems (ERS), and stringing toolsâAdvait is now
diversifying into Battery Energy Storage Systems
(BESS), Green Hydrogen technologies, and advanced
manufacturing facilities.

Key Growth Initiatives

â¢ Battery Energy Storage Systems (BESS):

Advait has secured landmark projects including
a 50 MW / 100 MWh purchase agreement with
GUVNL and a 180 MW / 360 MWh EPC project at
Sanand, Gujarat.

â¢ Conductor & Transmission Manufacturing:

A new state-of-the-art manufacturing plant is
being set up to enhance production capacity for
aluminium-clad steel conductors, OPGW, and
transmission tools, supporting India''s self-reliance
and grid modernization initiatives.

â¢ Green Hydrogen & Fuel Cells:

The company is entering the green hydrogen ecosystem
with a focus on electrolysers, fuel cells, and hydrogen
derivatives, offering end-to-end solutions in line with
the National Green Hydrogen Mission.

â¢ Enhanced Infrastructure Services:

Advait continues to scale capacity in ERS systems,
stringing tools, solar EPC, microgrids, and carbon conÂ¬
sultancy services, reinforcing its position as a one-stop
solutions provider.

A Vision for the Future

"Advait is not just building infrastructureâwe are building
the foundation for a cleaner, more resilient, and sustainable
energy future for India. Our diversified portfolio across
transmission, storage, and green hydrogen ensures that
we remain aligned with both national priorities and global
clean energy trends."

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the
financial year and date of this report. There has been no change in the nature of business of the Company.

6. DIVIDEND:

The Board of Directors in their meeting held on May 12, 2025 has recommended a final dividend of ? 1.75/- (Rupees One and
Seventy - Five paisa only) per equity share i.e. 17.50% of face value of ? 10/- (Rupees Ten) each fully paid-up of the Company for
the financial year 2024-25, subject to approval of members at the ensuing 15^th Annual General Meeting ("AGM") and shall be
subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company''s Dividend Distribution Policy.

Pursuant to Regulation 43A of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Board had formulated a Dividend Distribution Policy ("the
Policy"). The Policy is available on the Company''s website URL at https://www.advaitgroup.co.in/wp-content/uploads/2025/02/
Dividend-Distribution-Policy.pdf

7. RESERVES

Your Directors do not propose to transfer any amount to any reserve for the financial year 2024-25.

8. CHANGES IN SHARE CAPITAL OF THE COMPANY:

There was no change in the authorised share capital of the Company during the financial year under review.

During the year under report, there was a change in the issued, subscribed and paid-up capital of the Company. Issued, subscribed
and paid-up capital of the Company as on March 31, 2025 is '' 10,81,98,540/- divided into 1,08,19,854 equity shares of '' 10/- each.

The changes in the issued, subscribed and paid-up capital of the Company during the year and till the date of the
report is as follows:

Sr. No.	Type of Change	ISIN	No. of Shares	Updated paid up capital (No. of Shares)
Sr. No.				From	To
1.	ESOPs allotment on May 30, 2024	INE0ALI01010	7,653	1,02,00,000	1,02,07,653
2.	Preferential Allotment on July 4, 2024	INE0ALI01010	5,92,940	1,02,07,653	1,08,00,593
3.	Warrants allotments on September 5, 2024	INE0ALI13015	1,43,590	No change during this allotment	No change during this allotment
4.	Conversion of warrants into Equity (2 holders) on March 1, 2025	INE0ALI01010	19,261	1,08,00,593	1,08,19,854
5.	ESOPs allotment on June 11,2025¹	INE0ALI01010	5,853	1,08,19,854	1,08,25,707
6.	Conversion of warrants into Equity (16 holders) on July 10, 2025¹	INE0ALI01010	1,04,031	1,08,25,707	1,09,29,738
7.	Conversion of warrants into Equity (1 holder) on August 5, 2025¹	INE0ALI01010	5,631	1,09,29,738	1,09,35,369

*The Change in Share Capital stated in point no. 5 to 7 above are pursuant to allotments post closure of Financial year i.e. March 31, 2025, till
the date of this report.

9. PUBLIC DEPOSITS

During the financial year 2024-25, the Company has not accepted any deposits from the Public and as such, there was no amount
outstanding towards repayment of principal or payment of interest as on the date of the balance sheet.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund Rules), 2016 (''the IEPF Rules''), during the year under review, no amount of Unclaimed dividend and corresponding
equity shares were due to be transferred to IEPF account.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

a) Changes in Directors and KMP

During the financial year under review, in accordance with the provisions of the Act and the rules made thereunder, the
following changes occurred in the constitution of the Board of Directors and Key Managerial Personnel of the Company:

1. Mr. Sujit Gulati (DIN: 00177274) was appointed as an Independent Director of the Company for a period of three years
commencing from July 31, 2024, as approved by the Shareholders at the preceding Annual General Meeting held on
September 30, 2024. However, he resigned from the post of Directorship with effect from February 1,2025.

2. Mr. Bajrangprasad Maheshwari (DIN: 06571660) was re-appointed for a second term of 3 (three) years as an
Independent Director of the Company from August 1,2024, as approved by the Shareholders at the preceding Annual
General Meeting held on September 30, 2024.

3. Mr. Pramod Kumar Rai (DIN: 02726427) was re-appointed as Director who was retiring by rotation at the preceding
Annual General Meeting held on September 30, 2024.

4. Mr. Shalin Sheth (DIN: 02911544) was re-appointed as Managing Director for a further term of 3 years w.e.f. August 1,
2024 till July 31, 2027, liable to retire by rotation as approved by the Shareholders at the preceding Annual General
Meeting held on September 30, 2024.

5. Ms. Rejal Sheth (DIN: 02911576) was re-appointed as Whole-time Director for a further term of 3 years w.e.f. August 1,
2024 till July 31, 2027, liable to retire by rotation as approved by the Shareholders at the preceding Annual General
Meeting held on September 30, 2024.

6. Ms. Daisy Mehta ceased to be Company Secretary and Compliance Officer of the Company with effect from the close
of business hours of the Company on August 14, 2024.

7. Ms. Deepa Fernandes was appointed as a Company Secretary and Compliance Officer of the Company with
effect from September 5, 2024.

b) Composition of Board of Directors and KMP''s

Board of Directors

As on March 31,2025, the Board of Directors of the Company comprised of 7 (Seven) Directors, including 1 (one) Managing

Director, 1 (one) Whole-time Director, 2 (Two) Non-Executive & Non-Independent Directors, and 3 (Three) Independent

Directors (including one Independent Women Directors) as detailed hereunder: ¹

Sr. No.	Name of Director	DIN	Designation
1.	Mr. Dinesh Babulal Patel	03443006	Chairman, Non-Executive Director
2.	Mr. Shalin Sheth	02911544	Managing Director
3.	Ms. Rejal Shalin Sheth	02911576	Whole-time Director
4.	Mr. Pramod Kumar Rai	02726427	Non-Executive & Non-Independent Director
5.	Mr. Bajrangprasad Naharmal Maheshwari	06571660	Non-Executive & Independent Director
6.	Mr. Ramesh Kumar Agrawal	09195375	Non-Executive & Independent Director
7.	Dr. Varsha Biswajit Adhikari	08345677	Non-Executive & Independent Director

In terms of the provisions of Sections 2(51) and 203 of the Act, the Company had all three KMPs in place as on March 31,2025.

Sr. No.	Name	Designation	Date of change during the year, if applicable
1.	Mr. Shalin Sheth	Managing Director	Re-appointed as Managing Director w.e.f August 1,2024
2.	Ms. Rejal Shalin Sheth	Whole-time Director & Chief Financial Officer	Re-appointed as Whole-time Director w.e.f August 1, 2024
3.	Ms. Daisy Mehta	Company Secretary & Compliance Officer	Ceased as Company Secretary & Compliance Officer w.e.f. August 14, 2024
4.	Ms. Deepa Fernandes	Company Secretary & Compliance Officer	Appointed as Company Secretary & Compliance Officer w.e.f. September 5, 2024

The brief details of the familiarization
programme are put up on the website of the
Company at Familiarization-Programme-
Report-2025-26 https://www.advaitgroup.co.in/
investors/policies-programme/

Save and except aforementioned, there were no
other changes in the Board of Directors and Key
Managerial Personnel of the Company. The Company
has received declarations from all Independent

Directors of the Company confirming that:

i. they meet the criteria of independence

prescribed under the Act and the SEBI Listing
Regulations; and

ii. they have registered their names in

the Independent Director''s Databank.

The Company has devised the Nomination and
Remuneration Policy, which is available on the
Company''s website and can be accessed at
https://www.advaitg roup.co.in/wp-content/
uploads/2025/02/Remuneration-Policy.pdf

The Policy sets out the guiding principles for
the Nomination & Remuneration Committee
("NRC") for identifying persons who are qualified
to become Directors and to determine the
independence of Directors, while considering
their appointment as Independent Directors of
the Company. The Policy also provides for the
factors in evaluating the suitability of individual
Board members with diverse background
and experience that are relevant for the
Company''s operations.

The Policy also sets out the guiding principles
for the NRC for recommending to the Board the
remuneration of the Directors, Key Managerial
Personnel and other employees of the Company.

There has been no change in the aforesaid
policy during the year.

During the year under review, none of the
managerial personnel i.e. the Managing Director
and Whole-time Directors of the Company were
in receipt of remuneration / commission from
the subsidiary companies.

The Company familiarizes the Independent
Directors of the Company with their roles,
rights, responsibilities in the Company, nature
of the industry in which the Company operates,
business model and related risks of the Company,
etc. Monthly updates on performance/
developments are sent to the Directors.

c) Directors Liable to retire by Rotation

In accordance with provisions of the Act and
the Articles of Association of the Company,
Mr. Shalin Sheth, Managing Director (DIN: 02911544)
is liable to retire by rotation at this AGM and is
eligible for re-appointment. The disclosures required
pursuant to Regulation 36 of the Listing Regulations
and the Secretarial Standards on General Meeting
("SS-2") are given in the Notice of AGM, forming part
of the Annual Report.

d) Performance Evaluation

The Board adopted a formal mechanism for
evaluating its performance, as well as that of its
Committees and individual Directors, including the
Chairperson of the Board.

In accordance with the manner of evaluation specified
by the Nomination & Remuneration Committee, the
Board carried out annual performance evaluation
of the Board, its Committees and Individual
Directors. The Independent Directors carried out
annual performance evaluation of the Chairman,
the Non-Independent Directors and the Board
as a whole. The performance of each Committee
was evaluated by the Board based on the report of
evaluation received from the respective Committees.
A consolidated report on performance evaluation
was shared with the Chairman of the Board for his
review and giving feedback to each Director.

e) Number of meetings of the Board of Directors

During the financial year under review, 9 (nine)
meetings of the Board of Directors were held on
April 15, 2024; May 30, 2024; July 4, 2024; July 11, 2024;
July 31, 2024; August 12, 2024; September 5, 2024;
November 14, 2024 and February 12, 2025.

The intervening gap between the Meetings was not
more than the specified period of 120 (One hundred
and twenty) days as specified in the Act and Listing
Regulations. The number of Meetings of the Board
that each Director attended is provided in the report

on Corporate Governance, annexed to, and forming
part of, this Annual Report. The requisite quorum was
present during all such meetings.

12. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, your
Board of Directors confirm, to the best of their knowledge
and ability, that:

i. in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards read with the requirements set
out under Schedule III to the Act, have been followed
and there are no material departures from the same;

ii. the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as of March 31,2025, and of the Profit of the
Company for the year ended on that date;

iii. 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;

iv. the Directors have prepared the annual accounts on a
going concern basis;

v. the Directors have laid down internal financial
controls to be followed by the Company and
such internal financial controls are adequate and
operating effectively;

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

13. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations", is presented in a separate section, forming
part of the Annual Report.

14. CORPORATE GOVERNANCE

The Company is committed to maintain the standards
of Corporate Governance and adhere to the Corporate
Governance requirements set out by the Securities and
Exchange Board of India ("SEBI").

The detailed Corporate Governance Report of the Company
in pursuance of the SEBI Listing Regulations forms part
of the Annual Report of the Company. The requisite
Certificate from Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance
as stipulated under the SEBI Listing Regulations is enclosed
to the Corporate Governance Report.

15. COMMITTEES OF THE BOARD

The Board of Directors of your Company has formed
various Committees to effectively discharge its functions
and responsibilities in compliance with the requirements
of applicable laws and as a part of the best corporate
governance practices. The terms of reference and the
constitution of those Committees are in compliance
with the applicable laws. The Committees of the
Board are as under:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

The details with respect to the composition, roles, terms
of reference, etc. of the aforesaid committees are given in
detail in the "Corporate Governance Report" which forms
part of this Report. The dates on which meetings of Board
Committees were held during the financial year under
review, along with the number of meetings attended by
the respective Committee members, are also disclosed in
the "Corporate Governance Report".

The minutes of the Meetings of all Committees are
circulated to the Board for its noting. During the year, all
recommendations of the Committees of the Board were
accepted by the Board.

16. FINANCIAL STATEMENT AS PER THE INDIAN
ACCOUNTING STANDARD (IND- AS)

The audited Standalone and Consolidated Financial
Statements of the Company for the year ended on 31^stMarch, 2025, which form a part of this Annual Report,
have been prepared in accordance with the provisions of
the Companies Act, 2013, Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''Listing
Regulations'') and the Indian Accounting Standards.

17. CREDIT RATING

The Company''s financial discipline and prudence is
reflected in the better and good credit ratings ascribed by
rating agency. The details of credit ratings are disclosed
in the Corporate Governance Report, which forms part of
the Annual Report.

18. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE
COMPANIES:

Subsidiary -

During the year under review, companies / entities listed
in Annexure 1 to this Report have become and / or ceased
to be subsidiary, joint venture or associate of the Company

A statement providing details of performance and salient
features of the financial statements of subsidiaries/
associates/jointly controlled entities, as per Section 129(3)
of the Act in Form AOC-1, is provided as Annexure 2
to this report.

The audited financial statement including the
consolidated financial statement of the Company and
all other documents required to be attached thereto is
put up on the Company''s website and can be accessed
at Financial Results Outcome (https://www.advaitgroup.
co.in/investors/financial-results/)

The financial statements of the subsidiaries, as required,
are available on the Company''s website and can be
accessed at https://www.advaitgroup.co.in/investors/
general-meetings/

Material Subsidiary -

The Company has formulated a policy on identification of
material subsidiary in line with Regulation 16(1)(c) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same is placed on the Company''s
website. Accordingly, on March 31, 2025, there is no
material subsidiary of the Company.

On March 31, 2025, the Company has 4 subsidiaries and
there has been no material change in the nature of the
business of the subsidiaries.

On the basis of Financials Statements of March 31, 2025,
Advait Greenergy Private Limited shall be considered
as Material subsidiary of the Company from
financial year 2025-26.

Notes On Subsidiary

The following may be read in conjunction with the
Consolidated Financial Statements of your Company
prepared in accordance with Indian Accounting Standard
AS110 Shareholders desirous of obtaining the Report and
Accounts of your Company''s subsidiaries may obtain the
same upon request. Further, the Report and Accounts of the
subsidiary companies is also available under the ''Investor
Relations'' section of your Company''s website, https://
www.advaitgroup.co.in/investors/general-meetings/ in a
downloadable format.

Joint Ventures and Associates:

As on March 31, 2025, the Company has the One Associate
Company named TG Advait India Private Limited with a
holding of 33.50% of Equity Shares.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company recognizes the importance of giving back
to society and is committed to conducting its business
in a socially responsible manner. Our CSR initiatives
focus on making a positive impact in areas such as
education, healthcare, environmental sustainability, and
community development.

The Company understands the vital role it plays in
supporting the communities where it operates. We are
committed to running our business responsibly while
contributing positively to society. Our CSR efforts are
aimed at making a real difference in key areas such as
education, healthcare, environmental conservation, and
community welfare. Through these initiatives, we strive

to promote sustainable development and improve the
quality of life for people in our surrounding communities.
We believe that by investing in these areas, we not only
help build stronger communities but also create a more
sustainable future for generations to come. The Company
continuously evaluates and enhances its CSR activities to
ensure they align with the needs of society and make a
meaningful impact.

In compliance with section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 the Company has adopted a CSR
Policy, which is available at https://www.advaitgroup.
co.in/wp-content/uploads/2025/02/Corporate-Social-
Responsibility-Policy-Revsied-Adopted-in-2022.pdf

The Annual Report on CSR expenditures for the FY
2024-25 is annexed herewith and forms part of this
report as Annexure 3.

Your Company has formed the Corporate Social
Responsibility ("CSR") Committee as per the requirement
of the Act. The details of Composition of CSR Committee
are covered in the "Corporate Governance Report" which
forms part of this Report.

The entire amount earmarked for CSR expenditure during
the year under review has been fully contributed and
effectively utilized towards CSR initiatives

20. AUDITORS AND AUDITOR''S REPORTS
Statutory Auditors

M/s V. Goswami & Co., Chartered Accountants, (Firm
Registration No. 0128769W), Chartered Accountants, were
re-appointed as the Statutory Auditors at the Tenth Annual
General Meeting of the Company held on August 27, 2020,
for a term of five years and accordingly will complete their
first term on conclusion of the ensuing Fifteenth Annual
General Meeting of the Company.

The Board has recommended the appointment of M/s V.
Goswami & Co., Chartered Accountants, (Firm Registration
No. 0128769W), as Auditors of the Company, for a period
of five years from the conclusion of the ensuing Fifteenth
(15^th) Annual General Meeting till the conclusion of the
Twentieth (20^th) Annual General Meeting of the Company.
M/s V. Goswami & Co., have confirmed their eligibility and
qualification required under the Act for holding the office
as Statutory Auditors of the Company.

Auditor''s Report

The Statutory Auditors of the Company have submitted
Auditor''s Report on the financial statements of the
Company for the financials year ended 31^st March, 2025
along with financial of the Company forms integral part
of this Report and is presented in a separate section
forming part of the Annual Report. The Auditor''s Report
for the financial year 2024-25 does not contain any adverse
remarks, qualifications or reservations or disclaimers,
which require explanations/ comments by the Board.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act,
the Board of Directors of the Company reappointed
M/s. RPSS and Co., Practicing Company Secretaries, to
conduct the Secretarial Audit of the Company for the
financial year ended March 31, 2025.

The Secretarial Audit Report issued by the M/s. RPSS and Co.,
Practicing Company Secretaries, in Form MR-3 is annexed
as Annexure 4 to this Report.

The report of Secretarial Auditors does not contain any
qualification, reservation, adverse remark or disclaimer.

Pursuant to the amended provisions of Regulation 24A
of the Listing Regulations and Section 204 of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, ("the
Rules") the Audit Committee and the Board of Directors
have approved and recommended the appointment
of M/s. RPSS and Co., a Peer Reviewed Firm of Company
Secretaries in Practice (Firm Registration Number:
P2019GJ076200) as Secretarial Auditors of the Company,
for a term of upto 5 (Five) consecutive years from financial
year 2025-26 to financial year 2030-31, subject to approval
of the Members at ensuing AGM.

A brief resume and other details of M/s. RPSS and Co.,
Company Secretaries in Practice, are separately disclosed
in the Notice of the ensuing AGM. M/s. RPSS and Co.,
have given their consent to act as Secretarial Auditors
of the Company and confirmed that their aforesaid
appointment (if made) would be within the prescribed
limits under the Act & the Rules made thereunder and the
Listing Regulations.

They have also confirmed that they are not disqualified to
be appointed as Secretarial Auditors in terms of provisions
of the Act & Rules made thereunder and Listing Regulations
and satisfy the prescribed eligibility criteria.

Cost Auditor

The Cost audit is not applicable on the Company for the
financial year 2024-25, hence the Cost Auditor of the
Company, M/s Dalwadi & Associates, Cost Accountants,
resigned w.e.f. March 24, 2025. Accordingly no cost records
were audited during the financial year 2024-25.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014, M/s BDO India LLP, Chartered Accountants
are the Internal Auditors of the Company for the
Financial year 2024-25.

M/s Nautam R. Vakil & Co., Chartered Accountants
are the Internal Auditors of the Company for the
Financial year 2025-26.

The Internal Audit Reports were reviewed by the Audit
Committee, every quarter, and follow- up measures were

taken by the relevant teams and committees of the Board,
wherever necessary.

Reporting of Frauds, if any, by Auditors

During the year under review, none of the Auditors have
reported any instance of fraud committed against the
Company by its officers or employees, details of which
need to be mentioned under the provisions of Section
143(12) of the Act.

21. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies
Act,2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, as amended from time to time is given in the

"Annexure 5" forming part of this report

22. POLICIES, FRAMEWORK AND CONTROL

a) RISK MANAGEMENT

The Company has established a robust risk
management framework that is integrated with its
overall governance structure and decision-making
processes. This framework is designed to identify,
assess, and manage a wide range of risksâstrategic,
operational, financial, legal, and environmentalâthat
could potentially impact the Company''s performance
and objectives.

While the Company does not have a separate
Risk Management Committee, risk management
responsibilities are embedded across various
functions and are overseen by senior management.
The Board of Directors is kept informed of key risks
and the steps being taken to mitigate them through
regular reviews and discussions.

Risk assessment is an ongoing process, and the
Company regularly evaluates both internal and
external factors such as changes in market dynamics,
regulatory developments, cybersecurity threats,
supply chain disruptions, and macroeconomic
conditions. The management team ensures that
appropriate mitigation plans, internal controls,
and standard operating procedures are in place to
address such risks effectively.

During the financial year, no material risks were
identified that would pose a threat to the existence
or long-term sustainability of the Company.
However, the Company remains vigilant and
committed to strengthening its risk management
practices by adopting industry best practices,
leveraging technology, and fostering a risk-aware
culture across the organization.

The Policy is available for at the Website of the Company
at https://www.advaitgroup.co.in/wp-content/
uploads/2025/02/Risk-Management-Policy.pdf.

b) VIGIL MECHANISM/ WHISTLEBLOWER POLICY
AND FRAUD

In accordance with sub-section (9) and (10) of
Section 177 of the Act and Regulation 22 of the
Listing Regulations, the Company has in place a
Vigil Mechanism (Whistle Blower Policy) to enable
Directors and employees to report concerns about
unethical behavior, actual or suspected fraud,
or violation of the Company''s Code of Conduct.
The mechanism provides for adequate safeguards
against victimization of persons who use such
mechanism and makes provision for direct access
to the Chairperson of the Audit Committee in
appropriate cases.

The Whistleblower policy of the Company can
be accessed on website of the Company at
https://www.advaitgroup.co.in/wp-content/
uploads/2025/02/Vigil-Mechanism-Policy.pdf

During the financial year ended
March 31, 2025, the Company has not received any
whistleblower complaint.

c) NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee
of the Board has devised a policy for selection
and appointment of Directors, Key Managerial
Personnel and Senior Management Employees
and their Remuneration. The Committee
has formulated the criteria for determining
qualifications, positive attributes and
independence of a Director (including
Independent Directors) and other matters in
accordance with the provisions of sub-section
(3) of Section 178 of the Act, and Regulation 19
read with Part D of Schedule II of the Listing
Regulations., which has been displayed on the
Company''s website https://www.advaitgroup.
co.in/wp-content/uploads/2025/02/2.-Criteria-
for-payments-to-NED.pdf.

The skills, expertise and competencies of the Directors
as identified by the Board, along with those available
in the present mix of the Directors of your Company,
are provided in the ''Report on Corporate Governance''
forming part of the Report and Accounts.

The Company has in place a policy relating to
the remuneration of the Directors, KMP and
other employees of the Company. The policy
is available on the website of the Company at
https://www.advaitgroup.co.in/wp-content/
uploads/2025/02/Remuneration-Policy.pdf

d) INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of
the risk management process, addressing financial
risks and financial reporting risks. The Board has
adopted policies and procedures for ensuring
the orderly and efficient conduct of its business,

including adherence to the Company''s policies,
the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and
completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

Assurance on the effectiveness of internal financial
controls is obtained through management reviews,
continuous monitoring by functional experts and
testing of the internal financial control systems by the
Internal Auditors during the course of their audits.
We believe that these systems provide reasonable
assurance that our internal financial controls are
designed effectively considering the nature of our
industry and are operating as intended. During the
year, such controls were tested and no reportable
material weakness in the design or operation of such
systems was observed.

23. DISCLOSURES

a) PARTICULARS OF CONTRACT OR
ARRANGEMENT WITH RELATED PARTIES

All the arrangements or transactions entered
by the Company during the financial year with
related parties were on an arm''s length basis and
in the ordinary course of business. All related party
transactions are placed for approval before the Audit
Committee and also before the Board wherever
necessary in compliance with the provisions of the
Act and Listing Regulations.

Details of the related party transactions are forming
part of the standalone financial statements.
Members may refer Note 44 to the Standalone
Financial Statements which sets out related party
disclosures pursuant to Ind AS.

During the financial year 2024-25, the Non-Executive
Directors of the Company had no pecuniary
relationship or transactions with the Company
other than sitting fees and reimbursement of
expenses, as applicable.

Pursuant to the Listing Regulations, the Resolution for
seeking approval of the Members on material related
party transactions is being placed at this AGM.

Pursuant to the requirements of the Act and the
Listing Regulations, the Company has formulated
policy on RPTs and is available on Company''s
website URL at https://www.advaitgroup.co.in/
wp-content/uploads/2025/02/Related-Party-
transactions-policy.pdf

b) PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE AND GUARANTEES
GIVEN

During the year, the particulars of loans given,
investments made, guarantees given and securities
as per the provisions of the Section 186 of the Act
during the year along with the purpose are provided
in the Notes to the Standalone Financial Statements.

c) PARTICULARS OF EMPLOYEES:

Disclosures concerning the remuneration of
Di rectors, KM Ps and employees as per Section 197(12)
of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in Annexure
6 to this Report. Your Directors affirm that the
remuneration paid to Directors, KMPs and employees
is as per the Nomination and Remuneration Policy
of the Company.

In terms of the provision of Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing
the names of the top ten employees in terms of
remuneration drawn and name and other particulars
of the employee drawing remuneration in excess of
the limit set out in the said rules forms part of the
same Annexure 6.

d) DETAILS OF EMPLOYEE STOCK OPTION
SCHEME

The Company had approved Advait Infratech
Limited - Employees Stock Option Scheme 2022 (AIL
ESOP 2022) in the Annual General meeting held on
June 28, 2022. Further, the Company has revised the
said scheme with the approval of shareholders vide
postal ballot passed on March 30, 2023 with respect
to its implementation from secondary market Route
to Primary Route.

A total of 2,00,000 options were available for grant
to the eligible employees of the Company, its
subsidiaries and Associates. During the financial year,
the Company granted 10,523 stock options to eligible
employees of the Company and/or its subsidiary and
Associates Company. Further, the Company allotted
7653 equity shares of ? 10 each to eligible employees
pursuant to the exercise of options under the Scheme.

The Scheme is in compliance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
(''SEBI (SBEB) Regulations'') and other applicable
laws. The Scheme is available on the website of
the Company at https://www.advaitgroup.co.in/
investors/esop-scheme-2022/

The disclosures required to be made under rule 12(9)
of the Companies (Share Capital and Debentures)
Rules, 2014 and Regulation 14 of the SEBI (SBEB)
Regulations relating to Employees Stock Option
Scheme is available on the website of the Company
at https://www.advaitgroup.co.in/investors/

esops-disclosure/

Voting rights on the shares, if any, as may be issued
to employees under the Plans are to be exercised
by them directly or through their appointed proxy,

hence, the disclosure stipulated under Section 67(3)
of the Companies Act, 2013, is not applicable.

There is no material change in the AIL ESOP 2022 and
the same is in compliance with the SEBI Regulations,
as amended from time to time.

The Company has received a certificate from its
Secretarial Auditor certifying that the Scheme has
been implemented in accordance with the SEBI (SBEB)
Regulations. The certificate would be placed at the
ensuing 15^th Annual General Meeting for inspection
by the members.

e) STATEMENT OF DEVIATION OR VARIATION IN
CONNECTION WITH PREFERENTIAL ISSUE.

The details of utilisation of amount for the
Preferential allotments done by the Company during
the Financial Year 2024-25, as reviewed by Audit
Committee quarterly is available on the website of
the Company at https://www.advaitgroup.co.in/
wp-content/uploads/2025/02/AETL Statement-
of-Deviation s.pdf

f) EXTRACT OF ANNUAL RETURN

The Annual Return of the Company will be placed
on the website of the Company pursuant to the
provisions of Section 92(3) read with Rule 12 of the
Companies (Management and Administration)
Rules 2014, the web link of the same is at https://
www.advaitgroup.co.in/investors/annual-reports/

g) DISCLOSURE UNDER THE SEXUAL
HARRASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013.

As per the requirements of the Sexual Harassment
of women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and rules made thereunder,
your Company has constituted Internal Complaints
Committee (ICC) which is responsible for redressal of
complaints related to sexual harassment. All women
employees (permanent, temporary, contractual and
trainees) are covered under this policy, and it has been
circulated amongst the employees of the Company
and the same is exhibited on the notice board of all
the business locations/ divisions of the Company.
During the year under review, no complaints were
received under the aforesaid Act.

h) COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS:

The Company has ensured compliance with the
provisions of Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries
of India and approved by the Central Government
under section 118(10) of the Companies Act,2013.

i) DETAILS OF SHARES IN DEMAT / UNCLAIMED
SUSPENSE ACCOUNT

The Company does not have any shares in the Demat
suspense account or unclaimed suspense account.

j) CEO/CFO CERTIFICATE

Chief Financial Officer/Chief Executive Officer
Compliance Certificate as stipulated under Regulation
17(8) of the Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements)
forms part of Corporate Governance Report.

k) CODE OF CONDUCT

The Board of Directors has approved a Code of
Conduct which is applicable to the Members of the
Board and all employees in the course of day to day
business operations of the Company.

The Company believes in "Zero Tolerance" against
bribery, corruption and unethical dealings /
behaviours of any form and the Board has laid
down the directives to counter such acts. The Code
has been uploaded on the Company''s website
at https://www.advaitgroup.co.in/wp-content/
uploads/2025/02/Code-of-Conduct-and-Terms-and-
Condition-of-Independent-Director-Policy.pdf

The Code gives guidance through examples on the
expected behaviour from an employee in a given
situation and the reporting structure. All the Board
Members and the Senior Management personnel
have confirmed compliance with the Code.
All Management Staff were given appropriate
training in this regard.

24. GENERAL

The Board of Directors state that no disclosure or reporting
is required in respect of the following matters as there
were no transactions or applicability pertaining to these
matters during the year under review:

a) Details relating to deposits covered under
Chapter V of the Act.

b) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

c) Significant or material orders passed by the
Regulators or Courts or Tribunals which impact
the going concern status and Company''s
operations in future.

d) Fraud reported by the Auditors to the Audit
Committee or the Board of Directors of the
Company.

e) Scheme of provision of money for the purchase of
its own shares by employees or by trustees for the
benefit of employees.

f) Payment of remuneration or commission from any of
its holding or subsidiary companies to the Managing
Director of the Company.

g) Change in the nature of business of the Company

h) Instances of transferring the funds to the Investor
Education and Protection Fund.

i) Issue of debentures / bonds / any other convertible
securities.

j) Details ofany application filed for corporate insolvency
under Corporate Insolvency Resolution Process
under the Insolvency and Bankruptcy Code, 2016.

k) Instance of one-time settlement with any Bank or
Financial Institution.

25. HEALTH, SAFETY AND ENVIRONMENT

The Company is committed in cultivating a proactive safety
culture. We have implemented work safety measures and
standards to ensure healthy and safe working conditions
for all the employees, visitors and customers. The Company
has complied with all the applicable health, safety and
environmental protection laws to the extent applicable.

26. DISCLOSURE OF AGREEMENTS

There is no agreement impacting management or control
of the Company or imposing any restriction or create
any liability upon the Company. Hence, no disclosure
is required under clause 5A of paragraph A of Part A of
Schedule III of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

27. ACKNOWLEDGEMENTS

The Board of Directors expresses its sincere gratitude
to all stakeholders, including shareholders, customers,
suppliers, bankers, business partners, and regulatory
authorities, for their continued support and trust in the
Company. The Board also places on record its appreciation
for the dedication, commitment, and hard work of the
Company''s employees at all levels. Their efforts have been
instrumental in navigating challenges and driving the
Company forward. The Board remains confident that with
collective efforts, the Company will continue to grow and
create long-term value for all its stakeholders.

For & on behalf of the Board of Directors

Sd/- Sd/-

Shalin Sheth Rejal Sheth

Place : Ahmedabad Managing Director Whole time Director &CFO

Date : August 5, 2025 DIN: 02911544 DIN: 02911576

Mr. Sujit Gulati (DIN: 00177274) was appointed as Independent Director w.e.f. July 31, 2024. However, he resigned
from the post of Directorship w.e.f. February 1, 2025.

â¢ Based on the recommendation of Nomination and Remuneration Committee ("NRC"), and in terms of the provisions
of the Act, the Board of Directors appointed Mr. Tejpalsingh Bisht (DIN: 02170301) as an Additional Director of the
Company effective August 5, 2025.

Further, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing
Regulations, Mr. Tejpalsingh Bisht (DIN: 02170301) was appointed as Non-Executive, Independent Director of the Company,
not liable to retire by rotation, for a term of three years commencing from August 5, 2025 to August 4, 2028.

In the opinion of the Board, Mr. Tejpalsingh Bisht is a person of integrity and fulfils requisite conditions as per applicable
laws and is independent of the management of the Company.

The details of the Board and committee positions, tenure of Directors, areas of expertise and other details have been
disclosed in the Corporate Governance Report, which forms part of this report, and is also available on the Company''s
website at https://www.advaitgroup.co.in/management/

The composition of the Board of the Company is in accordance with Section 149(4) of the Act and Regulation 17 of the
Listing Regulations.

Mar 31, 2024

Your Directors are pleased to present the 14^th Annual Report on the business performance and operations of your company together with the Audited Financial Statements and the Auditor''s Report for the financial year ended 31^st March, 2024. The consolidated performance of the company and its associates has been referred to whenever required

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summarized financial results of the company for the period ended 31^st March, 2024 are as follows:

('' in lakhs)
Financial Year	Audited Standalone		Audited Consolidated
Particulars	As on 31^st March, 2024	As on 31^st March, 2023	As on 31^st March, 2024	As on 31^st March, 2023
Revenue from operations	20743.95	10306.66	20884.61	10419.38
Total expenditure before finance cost, depreciation (net of expenditure transferred to capital)	17283.22	8571.43	17271.54	8761.38
Operating profit	3460.73	1735.23	3613.07	1658.00
Add: Other income	248.13	153.75	287.73	173.76
Profit before finance cost, depreciation, exceptional items and tax	3708.86	1888.98	3900.80	1831.76
Less: Finance cost	658.42	248.80	690.80	265.27
Profit before depreciation, exceptional items and tax	3050.44	1640.18	3210.00	1566.49
Less: Depreciation and amortisation expenses	175.23	286.77	263.80	369.21
Profit before, exceptional items and tax	2875.21	1353.41	2946.20	1197.28
Add/(Less): Exceptional items	0.00	0.00	0.00	0.00
Profit before tax	2875.21	1353.41	2946.20	1197.28
Less: Tax Expense	741.75	353.32	758.21	353.32
(A) Profit /(Loss) for the period attributable to:	2133.46	1000.09	2187.99	843.96
Owners'' of the Company	2133.46	1000.09	2187.81	843.96
Non-controlling interests	0.00	0.00	0.19	0.00
(B) Total other comprehensive income	-0.85	11.80	-0.44	12.76
(C) Total comprehensive income for the period (A B)	2132.61	1011.85	2187.55	856.72
Retained earnings balance brought forward from the previous year	4182.65	3632.63	3564.35	3169.51
Add: Profit for the period	2133.46	1000.09	2187.81	843.96
Add: Other Comprehensive Income recognised in Retained Earnings	(0.85)	0.00	(0.44)	0.95
Add/(Less): Any Other Adjustment	110.92	110.92	571.98	110.93
Add/(Less): Changes in capital structure and other movement within equity	0.00	(510.00)	0.00	(510.00)
Balance	6426.18	4233.64	6323.70	3615.35
Which the Directors have apportioned as under to:-
Dividend on Equity shares	0.00	51.00	0.00	51.00
Retained Earnings: Balance to be carried forward	6426.18	4182.65	6323.70	3564.35

2. NATURE OF BUSINESS:

Advait Infratech engaged in the manufacturing and supply of power transmission products such as Stringing Tools, OPGW (Optical Fibre Ground Wire), OFC cables, ACS (Aluminium Clad Steel Wire), ERS (Emergency Restoration System), and OPGW joint boxes which are the products and solutions tailored for power transmission, substation, and telecommunication infrastructure. Our operations span various verticals such as manufacturing, EPC of our manufactured products in transmission and telcom sector, and green energy.

Notably, our commitment to innovation and focus on import substitution though manufacturing has led us to foray into green energy, marking our entrance into the supply of electrolysers and fuel cells in 2023. Furthermore, Advait through AGPL has initiated to provide carbon neutrality, consultancy and developing tools for the same. we are in process achieving greater heights in deepen and broaden our product & service base for high capacity conductors, OPGW, fuel cells manufacturing, ammonia solutions and product base GH2 turnkey solutions.

Apart from the above addition to business through subsidiary, there was no change in the business of the company during the year under review.

3. STATE OF COMPANIES AFFAIRS:

On a Standalone basis the total income for the financial year 2023-24 under review was '' 20992.08 lakhs as against '' 10460.40 lakhs for the previous financial year, registering an increase of 100.68% The profit before tax from continuing operations including exceptional items was '' 2875.21 lakhs for the financial year 2023-24 under review as against '' 1353.41 lakhs for the previous financial year, registering a growth of 112.44%. The profit after tax from continuing operations including exceptional items was '' 2133.46 lakhs for the financial year 2023-24 under review as against '' 1000.09 lakhs for the previous financial year, registering a growth of 113.32 %.

On a Consolidated basis the total income for the financial year 2023-24 under review was '' 21172.35 lakhs as against '' 10593.14 lakhs for the previous financial year, registering an increase of 99.87%. The profit before tax from continuing operations, including exceptional items, was '' 2946.20 lakhs for the financial year 2023-24 under review as against '' 1197.28 lakhs for the previous financial year registering a growth of 146.07%. The profit after tax from continuing operations including exceptional items was '' 2187.99 lakhs for the financial year under review as against ''843.96 lakhs for the previous financial year registering a growth of 159.25%

The company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

4. BUSINESS OUTLOOK:

During the year under review, our company has ventured into Green Hydrogen production technologies and end to

end services, positioning itself as a comprehensive solution provider through incorporating an wholly owned - subsidiary "Advait GreEnergy Private Limited".

The Company is also planning to set forward into Carbon Credit Market which will add value to the company by giving it access to new markets and a competitive advantage and build reputation as environmentally responsible organization. We also plan to develop cleantech tools.

Generally, the Board is fairly enthusiastic about the future and working on targets for upcoming years. Your Directors are making all good efforts to achieve the better results in years to come.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY :

There have been following material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and up to the date of this report:

The Company has incorporated 2 wholly owned subsidiary -

1. Advait Energy holding AS - Overseas Subsidiary in Norway on 4^th July, 2024 through which company look forward to achieve the objective of strategic collaboration and investments, services, marketing, manufacturing and exchanging technical know-how in the space of the green hydrogen ecosystem. The Company has also, decided to Invest further amount of upto 5 million USD in this subsidiary through the appropriate way as may be decided by the board of Directors.

2. A&G Hydrogen Technologies Private Limited in Indian Subsidiary on 27^th July, 2024 with its main activity as

- to engage in the Manufacturing and assembling, integral Supplies and trading of green tech equipment and products to cater the requirements of Green Ammonia, Green Hydrogen and Green Methanol projects, which have the potential to provide a clean and sustainable source of feedstock and fuel to the hard-to decarbonize/ hard-to-abate industrial sectors like steel petrochemicals, and refining.

- To forge key partnerships and joint ventures with international players across the Green Energy value chain and offer our customers a single-point integrated solution that satisfies their market expectations.

Apart from this, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

6. DIVIDEND:

The Board of Directors has recommended a dividend of '' 1.50/- (Rupees One and fifty paisa only) per equity share of '' 10/- (Rupees Ten) each fully paid-up of the Company for the financial year 2023-24. Dividend is subject to approval of members at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of income tax at source. The dividend recommended is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company''s website and can be accessed at Microsoft Word - Dividend Distribution Policy (advaitinfra.com).

7. SHARE CAPITAL:

During the year under report, there was no change in the issued, subscribed and paid-up capital of the Company. Issued, subscribed and paid-up capital of the Company is '' 10,20,00,000/- divided into 1,02,00,000 equity shares of '' 10/- each

The above Equity shares have been listed on the Main Board of the Bombay Stock Exchange.

8. MIGRATION OF SHARES

As the members are aware the listing on main board of Bombay Stock Exchange of India brings the exposure and also new investor participation. Thus, for providing enhanced liquidity, better realization etc. to all the stakeholders of the company.

The company has obtained necessary approval for migration of its shares from BSE SME platform to the main board platform of BSE. The shares are being traded on main board from 17^th July, 2023.

9. TRANSFER TO RESERVES

There is no requirement for transfer of the profit to the general reserves, therefore to provide an open-ended opportunity to utilize the profits towards the company''s activities, during the year under review the Board have not considered it appropriate to transfer any amount to the general reserves.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (''the IEPF Rules''), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

11. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Management''s discussion and analysis is set out in this Annual Report.

12. CORPORATE GOVERNANCE

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI").

The detailed Corporate Governance Report of the Company in pursuance of the SEBI Listing Regulations forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is enclosed to the Corporate Governance Report.

13. FINANCIAL STATEMENT

NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARD (IND-AS) FOR YEAR 2022-23 AND CHANGE IN ACCOUNTING STANDARDS (IND-AS) FROM YEAR 2023-24.

The Company, during the year under the review has, pursuant to the migration of the Company from BSE SME platform to Main Board BSE platform has adopted the Indian accounting standard ("IND-AS") prescribed under section 133 of the Companies'' Act, 2013 read with relevant rules issued there under and in terms of Regulation 33 of the SEBI (LODR) Regulations, 2015 and the Companies (Indian accounting Standards) (Amendment) Rules, 2016 henceforth. Therefore, the Company has adopted and maintain the financial Statements from quarter and half year ended on September, 2023 as per the applicability.

The audited Standalone and Consolidated Financial Statements of the Company for the year ended on 31^st March, 2024, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and the Indian Accounting Standards.

14. CREDIT RATING

During the year, The Credit Rating Information Services of India Limited (CRISIL) vide their letter dated 8^th November, 2023, has upgraded the rating of the Company. The CRISIL has affirms the rating of the company CRISIL BBB/Stable (Upgraded from "CRISIL BBB-/Stable") for its Long-Term Bank Facilities and CRISIL A3 (Upgraded from "CRISIL A3") for its short-term Bank Facilities.

15. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

SUBSIDIARY

During the year under the review, the Company has 1(One) Subsidiary Company i.e Advait Greenergy Private Limited incorporated on 4^th July, 2023 as wholly owned subsidiary.

Additionally, during the year, Advait Greenergy Private Limited (AGPL), a wholly owned subsidiary of the Company

has ceased to be a wholly owned subsidiary of the Company pursuant to the further issue of equity shares of the Advait Greenergy Private Limited through Private Place on preferential basis and becomes a subsidiary or associate of the company with 76.32% shareholding.

Other than the above, no company has ceased to be a subsidiary, associate or joint venture of the Company during the year under review.

A statement providing details of performance and salient features of the financial statements of subsidiaries/ associates/ jointly controlled entities, as per Section 129(3) of the Act in Form AOC-1, is provided as Annexure 1 to this report.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is put up on the Company''s website and can be accessed at Financial Results Outcome -Final.pdf (advaitinfra.com).

The financial statements of the subsidiaries, as required, are available on the Company''s website and can be accessed at

MATERIAL SUBSIDIARY:

The Company has formulated a policy on identification of material subsidiary in line with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Company''s website.

Accordingly, there is no material subsidiary of the Company as on date.

NOTES ON SUBSIDIARY

The following may be read in conjunction with the Consolidated Financial Statements of your Company prepared in accordance with Indian Accounting Standard AS110 Shareholders desirous of obtaining the Report and Accounts of your Company''s subsidiaries may obtain the same upon request. Further, the Report and Accounts of the subsidiary companies is also available under the ''Investor Relations'' section of your Company''s website, www.advaitinfra.com, in a downloadable format.

JOINT VENTURES AND ASSOCIATES:

As on 31^st March, 2024 the Company has the One Associate Company named TG Advait India Private Limited with a holding of 33% of Equity Shares.

16. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at Annual Reports - Advait new website (advaitinfra.com).

17. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY THE COMPANY

During the year, the particulars of loans given, investments made, guarantees given and securities provided along with

the purpose are provided in the Notes to the Standalone Financial Statement.

18. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

I. In preparation of the annual accounts for the year ended 31^st March, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. Appropriate accounting policies have been selected and applied and such judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2024 and of the profit of the company for the year ended that date.

III. Proper and sufficient care has been taken 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.

IV. The annual accounts have been prepared on a "going concern" basis.

V. Proper internal financial controls are laid down and are adequate and operating effectively.

VI. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and operating effectively.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Pramod Kumar Rai (DIN: 02726427) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for reappointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has recommended his re-appointment.

The Board of Directors has appointed:

1. Mrs. Varsha Adhikari (DIN: 08345677) as an Additional Independent Director of the Company with effect from November 9, 2023 for a period of five (5) years i.e. upto November 8, 2028 subject to the approval of the Members of the Company. The members had approved her appointment by passing resolution at their meeting with requisite majority on December 8, 2023.

2. Mr. Sujit Gulati, (DIN: 00177274) as an Additional and Non-Executive Independent Director of the Company, subject to the approval of the Members of the Company. The Board has recommended his appointment as NonExecutive Independent Director for the term of 3 years for the approval of the Members at the forthcoming 14^thAnnual General Meeting of the Company.

The Board of Directors has:

1. Re-appointed Mr. Shalin Sheth as Managing Director for a further period of three years effective August 1,2024

2. Re-appointed Mrs. Rejal Sheth as Whole-time Director for a further period of three years effective August 1, 2024.

3. Re-appointed Mr. Bajrang Prasad Maheshwari (DIN: 06571660) as an Independent Director for the further period of three years effective from 1^st August, 2024.

The Board of Directors, on the recommendation of the NRC, commends their appointment/re-appointment at the ensuing AGM.

Save and except aforementioned, there were no other changes in the Board of Directors and Key Managerial Personnel of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that:

I. they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations; and

II. they have registered their names in the Independent Directors'' Databank.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

During the year under review, none of the managerial personnel i.e. the Managing Director and Whole-time Directors of the Company were in receipt of remuneration / commission from the subsidiary companies.

The Company familiarizes the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc.

Monthly updates on performance/ developments are sent to the Directors. The brief details of the familiarization programme are put up on the website of the Company at Familiarization-Programme-Report-2023-24.pdf (advaitinfra.com)

There were no changes in Key Managerial Personnel during the financial year 2023-24.

Profiles of the aforesaid Directors and as required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, are given in the Notice of the 14^th Annual General Meeting.

20. BOARD AND COMMITTEES OF BOARD OF DIRECTORS

During the financial year 2023-24, the Board of Directors of your Company met 4 times. Date of meetings held along with

attendance details of director etc. have been provided in the Report titled as "Report on Corporate Governance" annexed with this report.

Your Company has constituted various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship committee and Corporate Social Responsibility, and others in accordance with the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended and applicable laws, rules and regulations.

Disclosures in respect of the compositions of committees, functions, frequency of the meeting etc. have been provided in the Report titled as "Report on Corporate Governance" annexed with this report.

21. PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.

The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

In a separate meeting of independent directors, the performance of non-independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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.

The Performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgment.

22. AUDITORS AND AUDITORS'' REPORTS Statutory Auditors and Auditors'' Report

M/s V.Goswami & Co., (Firm Registration No. 128769W), Chartered Accountant, has been appointed as Statutory

Auditors of the Company at the 10^th Annual General Meeting held on 27^th August, 2020 to hold office from the conclusion of 10^th Annual General Meeting (AGM) till the conclusion of 15^th Annual General Meeting of the Company, subject to compliance of the various provisions of Companies Act, 2013.

The Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended 31^st March, 2024 along with financial of the Company forms integral part of this Report and is presented in a separate section forming part of the Annual Report. The reports do not contain any reservation, qualification or adverse remark. Information referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

The Board of Directors of your Company has, as per the requirement under Section 204 of the Act and rules made there under, appointed Mr. Rajesh Parekh, Practicing Company Secretary, Ahmedabad (COP No. 2939) for the Secretarial Audit of the Company for the year 2023-24. However, they have expressed their inability to continue as the Secretarial Auditor of the Company from 17^th August, 2023 and placed their resignation. Hence, due to the vacancy so occurred, the Company has appointed M/s. RPSS and Co. Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company for the year 2023-24.

The Secretarial Report for the financial year 2023-24 forms integral part of this Report as ''Annexure 2''. Based on Secretarial Audit, there has been following observation in the report:

Information referred to in the Auditors'' Report are selfexplanatory and do not call for any further comments.

Cost Auditor

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the financial year 2023-24, M/s Dalwadi and Associates, Cost Accountant, Ahmedabad have conducted the audit of the cost records of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Notifications/ Circulars issued by the Ministry of Corporate Affairs from time to time, the Board appointed M/s Dalwadi and Associates, Cost Accountant, Ahmedabad to audit the cost records of the Company for the financial year 2023-24.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s Dalwadi and Associates, Cost Accountant, Ahmedabad, for the audit of cost records of the Company for the financial year 2023-24, has been included in the Notice of the forthcoming 14^th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s Rajesh J Shah & Associates, (Firm Registration No.108407W), Chartered Accountant was appointed as an Internal Auditor of the company for the Financial year 202324. However, they have expressed their inability to continue as the Internal Auditor of the Company from 17^th August, 2023 and placed their resignation. Hence, due to the vacancy so occurred, the Company has appointed M/s Shah Thakkar & Co, Practising Chartered Accountants, Ahmedabad as Internal Auditor of the Company for the year 2023-24.

The Internal Auditor has placed the Internal Audit Report for every quarter and the same was discussed with the Board.

23. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal auditor of the company checks and verifies the internal control and monitors then in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

24. POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director (including Independent Directors) and other matters provided under section-178(3) of the Companies Act 2013, which has been displayed on the Company''s website www.advaitinfra. com/policies. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ''Report on Corporate Governance'' forming part of the Report and Accounts.

The Company has in place a policy relating to the remuneration of the Directors, KMP and other employees of the Company. The policy is available on the website of the Company at Remuneration-Policy.pdf (advaitinfra.com).

25. PARTICULARS OF CONTRACT OR ARRAGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Company''s website and can be accessed at Microsoft Word - Related Party Transaction Policy (advaitinfra.com).

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. Members may refer Note 39 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

26. VIGIL MECHANISM/ WHISTLEBLOWER POLICY AND FRAUD

In line with the best corporate governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is also available on the website of the Company at Vigil-Mechanism-Policy.pdf (advaitinfra.com).

Further, there was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

27. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names of Top 10 employees in terms of remuneration drawn and the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company on email id [email protected].

28. DETAILS OF EMPLOYEE STOCK OPTION SCHEME

The Company had approved Advait Infratech Limited -Employees Stock Option Scheme 2022 (AIL ESOP 2022) in the Annual General meeting held on June 28, 2022. Further, the Company has revised the said scheme with the approval of shareholders vide postal ballot passed on 30^th March, 2023 with respect to its implementation form secondary market Route to Primary Route.

A total of 2,00,000 options were available for grant to the eligible employees of the Company, its subsidiaries and Associates. The Compensation Committee at its meeting held on May 20, 2023, granted 23,922 options, being the first grant under Plan 2022, to the eligible employees of the Company, its Subsidiary and Associates.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 (''SEBI Regulations'') for the year ended 31^st March, 2024, with regard to AIL ESOP 2022 are provided on the website of the Company at the link Stock Exchange Compliences - Advait new website (advaitinfra. com) and form a part of this Report.

Voting rights on the shares, if any, as may be issued to employees under the Plans are to be exercised by them directly or through their appointed proxy, hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013, is not applicable.

There is no material change in the AIL ESOP 2022 and the same is in compliance with the SEBI Regulations, as amended from time to time. The certificate from the Secretarial Auditor of the Company, that the aforesaid Schemes have been implemented in accordance with the SEBI Regulations along with the Resolution passed by the Members, would be available for the inspection by the Members at the forthcoming 14^th Annual General Meeting.

29. RISK MANAGEMENT

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently, a Business Risk Management framework is in place. The Risk management framework defines the risk management approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure, and potential impact analysis at a company level as also separately for business. The Policy is available for at the Website of the Company at Risk-Management-Policy.pdf (advaitinfra.com) .

30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company believes in corporate excellence and social welfare. This corporate philosophy is the force behind integrating Corporate Social Responsibility (CSR) into

corporate values, culture, operation and business decisions at all levels of the organization. Being a responsible corporate citizen, The Company has a value system of giving back to society and improving the life of the people and the surrounding environment.

The Company''s CSR initiatives are inspired by the opportunity to contribute to a more secure and sustainable future. The company believes that the corporate strategy which embraces social developments as an integral part of the business activities ensure long term sustainability of business enterprises. With this belief, the Company is committed to make substantial improvements in the social framework of the nearby community.

In compliance with section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 the company has adopted a CSR Policy, which is available at Corporate-Social-Responsibility-Policy-Revsied-Adopted-in-2022.pdf (advaitinfra.com).

The Annual Report on CSR expenditures for the FY 2023-24 is annexed herewith and forms part of this report as Annexure 3.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is given in the "Annexure 4" forming part of this report.

32. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

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) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

iv) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

v) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

vi) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

vii) Change in the nature of business of the Company

viii) Instances of transferring the funds to the Investor Education and Protection Fund.

ix) Issue of debentures / bonds / any other convertible securities.

x) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

xi) Instance of one-time settlement with any Bank or Financial Institution.

xii) Statement of deviation or variation in connection with preferential issue.

33. CEO/CFO CERTIFICATE

Chief Financial Officer/Chief Executive Officer Compliance Certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) forms part of Corporate Governance Report.

34. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

35. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been uploaded on the Company''s web link www.advaitinfra.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

36. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

and rules made thereunder, your company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

37. HEALTH, SAFETY AND ENVIRONMENT

The Company is committed in cultivating a proactive safety culture. We have implemented work safety measures and standards to ensure healthy and safe working conditions for all the employees, visitors and customers. The Company has complied with all the applicable health, safety and environmental protection laws to the extent applicable.

38. DISCLOSURE OF AGREEMENTS

As on date of the notification i.e., June 14, 2023, there was no agreement are subsisting as specified in clause 5A of part A of Schedule III of SEBI LODR Second Amendment Regulations, 2023.

39. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your company''s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their relentless support and confidence reposed on the company.

Mar 31, 2023

Your Directors are pleased to present the 13^th Annual Report on the business performance and operations of your company together with the Audited Financial Statements and the Auditor''s Report for the financial year ended 31^st March, 2023. The consolidated performance of the company and its associates has been referred to whenever required

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summarized financial results of the company for the period ended 31^st March, 2023 are as follows:

Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from Operation	10,151.47	7,200.18	10,265.33	7,865.82
Other Income	153.73	104.69	176.44	128.73
Total Income	10,305.21	7,304.87	10,441.77	7,994.55
Less- Exp. for Cost of Material, Purchase of Stock In Trade, Change in Inventories, Employee benefit, and other expenses	8,409.28	6,234.92	8,605.29	6,818.66
Profit /(Loss) before Interest, Depreciation & Taxation (EBDITA)	1,895.93	1,069.95	1,836.48	1,175.89
Less: Finance Cost	248.80	82.30	264.17	115.23
Less: Depreciation	286.77	28.16	414.09	179.90
Add: Extraordinary items	6.95	-	6.95	-0.99
Profit /(Loss) Before Prior Period and Tax (PBT)	1,353.41	959.49	1,151.27	879.78
Less Prior Period Item	-	-	-	-
Less: Provision for Taxation	-	-	-	-
Current Tax	358.40	258.60	358.40	258.60
Deferred Tax	-5.08	-12.34	-19.42	89.26
Profit (Loss) after Tax (PAT)	1,000.09	713.23	812.29	531.92
Profit carried to Balance Sheet	1,000.09	713.23	812.29	531.92

2. NATURE OF BUSINESS:

The company is engaged in the business of providing products and solutions for power transmission, power substation, and telecommunication infrastructure and there was no change in the business of the company during the year under review.

3. STATE OF COMPANIES AFFAIRS :

STANDALONE:

During the current period, your company has shown an increase in total revenue of Rs. 10305.21 Lakhs as against Rs. 7304.87 Lakhs in the previous year. The Company has earned a net profit of Rs. 1000.09 Lakhs as compared to a profit of Rs. 71.23 Lakh in the previous year. The company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

CONSOLIDATED:

During the current period, your company has shown increase in total revenue of Rs. 10441.77 Lakhs as against Rs. 7994.55 Lakhs in the previous year. The company has earned a net profit of Rs. 812.29 Lakhs as compared to profit of Rs. 531.92 Lakh in the previous year.

4. BUSINESS OUTLOOK:

During the year under review, the company has commenced production of the factory to manufacture ACS wire, Stringing Tools, Joint Box, ERS and Assembly Utility, and also manufacturing Tools, Joint Boxes locally to serve the domestic market.

The Company has also pioneered into the field of designing of Emergency Restoration System of Power for any transmission utility, restoring power in case of transmission line failure. Also, our company has ventured into Green Hydrogen production technologies and end to end services, positioning itself as a comprehensive solution provider through incorporating an wholly owned - subsidiary âAdvait GreEnergy Private Limitedâ.

Generally, the Board is fairly enthusiastic about the future and working on targets for upcoming years. Your Directors are making all good efforts to achieve the better results in years to come.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The company during the period under the review has been listed on the SME BSE Platform of the BSE Limited. Major Material change that has been occurred took place affecting the financial position of the Company is the Migration of the Company''s Share from the SME BSE platform to Main Board BSE Platform of BSE Limited between the end of the financial year of the Company to which the financial statement relates and up to the date of this report.

Further, the Company has incorporated a wholly owned subsidiary - Advait Infratech Limited on 4^th July, 2023. Through this subsidiary, the company look forward to establish, manufacture, construct, buy, sell, lease, provide consultancy, operate & maintain

- Manufacturing, generating facilities, machinery, equipment, spares, tools, accessories etc. for renewable energy such as Solar, Wind, Hydro, Hydrogen etc and its byproducts such as Carbon credits and

- to do all other activities related to storage, transportation, transmission of such energy, generators and fuels.â

6. DIVIDEND:

The Company with view of reinvesting the profits into the growth and development of our core operations, we aim to enhance our competitive edge, improve our product offerings, and capitalize on emerging opportunities. Accordingly, the Directors have not recommended any Dividend on equity shares of the company for the year.

7. SHARE CAPITAL:

During the financial year 2022-23 under review, the Shareholder on recommendation of the Board of Directors of the Company in their Annual general meeting held on June 28, 2022 have approved the increase in the Authorized Share Capital of the company.

The details of the same are as below:
Old Authorized Share Capital	New Authorized Share Capital
Rs. 60, 00, 00,000 (Rupees Six Crore Only) divided into 60, 00,000 (Sixty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.	Rs. 11, 00, 00,000 (Rupees Eleven Crore) divided into 1, 10, 00,000 (One Crore Ten Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Further, the company also took approval of the issuance and allotment of bonus equity shares of the company to the shareholders of the company in their Extra-Ordinary General Meeting held on 14^th December, 2022. Consequently, the company had issued and allotted 51,00,000 (Fifty One Lac) Equity Shares of Rs. 10/- each as fully paid-up bonus equity shares, in the proportion of1:1 i.e., 1 (One) new fully paid-up equity share of Rs. 10/- each for 1 (One) existing fully paid-up equity shares of Rs. 10/- each.

Accordingly, with effect from 29^th December, 2022, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands increase to Rs. 10,20,00,000/- divided in to 1,02,00,000 Ordinary Shares of Rs. 10/- each.

8. MIGRATION OF SHARES

The company has obtained necessary approval for migration of its shares from BSE SME platform to the main board platform of BSE. The shares are being traded on main board from 17^th July, 2023.

9. TRANSFER TO RESERVES

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be an unclaimed dividend to investor education and protection fund during the FY 2022-2023.

11. DEPOSIT

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal and interest was outstanding as on the date of the balance sheet.

As such no amount of deposit is unpaid or unclaimed at the end of the year. Hence there is no non-compliance with any of the provisions of chapter V of the Companies Act, 2013.

12. MANAGEMENT DISCUSSION AND ANALYSIS

13. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the compliance with the Corporate Governance Provisions shall not apply in respect of the following class of the Companies:

â¢ Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

â¢ Listed entity which has listed its specified securities on the SME Exchange.

Since, during the period under the review (i.e. FY 2022-23), our company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-2023.

However, as the members know that the equity shares of the company have been migrated from BSE SME platform to the main board of BSE India Limited with effective from 17^th July, 2023. Therefore, the provisions relating to Corporate Governance provided in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations/Listing Regulations) are applicable to the Company consequent to such migration. Hence, the Company will be complying with the SEBI guidelines on the Corporate Governance from year 2023-24 relating to the Listing regulations and accordingly will be submitting the Corporate Governance Report from the next Quarter i.e. September, 2023.

14. NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARD (IND-AS) FOR YEAR 2022-23 AND CHANGE IN ACCOUNTING STANDARDS (IND-AS) FORM YEAR 2023-24.

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th Feb,2015, companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f 1^st April,2017. Accordingly, our company, during the year 2022-23 under the review, is listed on SME Platform of BSE Limited is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1^st April, 2017.

However, the Company will adopt Indian accounting standard (âIND-ASâ) prescribed under section 133 of the companies act, 2013 read with relevant rules issued there under and in terms of Regulation 33 of the SEBI (LODR) Regulations, 2015 and the Companies (Indian accounting Standards) (Amendment) Rules, 2016 henceforth. Therefore, the Company will adopt and maintain the financial Statements from FY 2023-24 as per the applicability.

15. CREDIT RATING

During the year, the Company for the first time obtained the credit rating from Credit Rating Information Services of India Limited (CRISIL) in August 11, 2022. The CRISIL has affirms the rating of the company CRISIL BBB-/Stable for its Long-Term Bank Facilities and CRISIL A3 for its short-term Bank Facilities.

16. EXTRACT OF ANNUAL RETURN

17. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY THE COMPANY

During the year, there are no loans given, investments made, guarantee given or security provided by the company under Section 186 of the Companies Act, 2013.

18. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

I. In preparation of the annual accounts for the year ended 31^st March, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. Appropriate accounting policies have been selected and applied and such judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2023 and of the profit of the company for the year ended that date.

IV. The annual accounts have been prepared on a âgoing concernâ basis.

V. Proper internal financial controls are laid down and are adequate and operating effectively.

VI. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and operating effectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company''s Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [hereinafter referred to as âListing Regulationsâ] Regulations, 2015 and provisions of the Articles of Association of the Company. As on March 31, 2023, The Board of Directors comprises of six (6) directors which include two (2) Executive Director, two (2) NonExecutive Director and two (2) Independent Directors. The overall composition of Board of Directors includes one women director. As on the date of this report, the Board of the company constitutes of the following Directors:

Name of Directors	Category & Designation
Mr. Shalin Sheth	Managing Director and Executive Director
Mrs. Rejal Sheth	Whole time Director
Mr. Bajrang Prasad Maheshwari	Independent Director
Mr. Ramesh Kumar Agrawal	Independent Director
Mr. Dinesh Babulal Patel	Non- Executive Non- Independent Director
Mr. Pramod Kumar Rai	Non- Executive Non- Independent Director

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (âActâ) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

Change in Directorship:

In accordance with provisions of Section 149,150,152, 160 read with Schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions (including any modification or re-enactment thereof), if any, of the companies Act, 2013 following change in the directorship has been approved by the shareholders by passing a resolution at the 12 ^th Annual General Meeting held on 28^th June, 2022:

1. Mr. Ramesh Kumar Agarawal (DIN: 09195375) was appointed as in Additonal Director (Non- Executive and Independent) in the board meeting held on 21^st September, 2021;

2. Mr. R.P Sasmal (DIN: 02319702) who was as an Additional Director (Non-Executive & Independent), in the board meeting held on 28^th May, 2022;

3. Mr. Pramod Kumar Rai (DIN: 02726427) was appointed as an Additional Director (Non-Executive & Non - Independent) in the board meeting held on 28^th May, 2022;

Re-appointment

In accordance with the provisions of section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Dinesh B. Patel (DIN: 03443006) Non- Executive NonIndependent Director who retires by rotation at the ensuing Annual General Meeting and is eligible, offers himself for his re-appointment. The board recommends his re-appointment for the consideration of the Members of the company at the ensuing Annual General Meeting. A brief resume and other details of the above directors seeking re-appointment are provided in the Notice of Annual General meeting.

Resignation

Mr. R.P. Sasmal (DIN : 02319702) Independent Director of the Company have resigned from the office with effect from 14^th November, 2022 on personal grounds. The Director have confirmed that the resignation is purely personal in nature and that there is no other material reason other than those provided. The Board placed on record the valuable guidance and support received from him during his tenure.

Key Managerial Personnel

During the year under review, Mr. Dipesh A. Panchal, Company Secretary of the Company have resigned from the office with effect from 29^th July, 2022 on the personal grounds. The Board placed on record the valuable guidance and support received from him during his tenure.

In pursuant to the applicable provisions of the Companies Act, 2013, the Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee of the Company at their meeting held on 9^th August, 2022, consented to the appointment of Ms. Daisy Mehta (ICSI Membership No. A29893) as the Company Secretary & Compliance officer of the company.

Details of Meetings of Board of Directors held during the year

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. The Meetings of the Board of Directors were held at the Corporate Office of the Company, The notices of Board / Committee meetings were given well in advance to all the Directors. The Agenda for the Board and Committee Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take informed decisions. All observations, recommendations and decisions of the Committees were placed before the Board for consideration and approval.

During the financial year 2022-23, 6 (SIX) meetings were convened and held on 28th May, 2022, 9th August, 2022, 29th August, 2022, 14th November, 2022, 29th December, 2022 and 23rd February, 2023 . The gap between two consecutive Board meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the Listing Regulations. The necessary quorum was present at all the meetings.

The attendance of each Director at the Meetings of Board of Directors held during the financial year 2022 - 23 are as follows:

Serial No.	Name of Directors	Directorship	No. of Board Meetings Attended	Attendance at last AGM
1.	Shalin Sheth (DIN:02911544)	Managing Director	6	Yes
2.	Mrs. Rejal Sheth (DIN: 02911576)	Whole-time Director & Chief Financial Officer	6	Yes
3.	Mr. Dinesh B. Patel (DIN: 03443006)	Non - Executive and Non- Independent Director	4	Yes
4.	Mr. Bajrang Prasad N. Maheshwari (DIN: 06571660)	Independent Director	6	Yes
5.	Mrs. Ramesh Kumar Agarawal (DIN :09195375)	Independent Director	3	NA
6.	Mr. R. P. Sasmal (DIN: 02319702)	Independent Director	NIL	NA
7	Mr. Pramod Kumar Agarwal (DIN : 02726427)	Non - Executive and Non - Independent Director	1	NA

Statement of Declaration given by Independent Directors

The Company has received necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and is not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs. Further Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated by Company.

Separate Meeting of Independent Directors of the Company

The Independent Directors met on 30^th March 2023, without the attendance of Nonindependent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

20. COMMITTEES OF BOARD OF DIRECTORS

As on 31st March, 2023, the Board has 4 (Four) committees as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 read with rules, made thereunder, with proper composition of its members which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

The Board has the following committees as under:

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Stakeholders'' Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Management Committee

Audit Committee

The Board of Directors of your company has duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the SEBI (LODR), Regulations, 2015. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of SEBI (LODR), Regulations, 2015 and Section 177 of the Act and such other functions as may be specifically delegated to the Committee by the Board from time to time. The Board has accepted all recommendations made by the Audit Committee during the year.

During the financial year ended 31st March, 2023, Audit Committee meetings were held on the following dates:

(1) 28th May, 2022 (3) 14th November, 2022

(2) 9th August, 2022 (4) 23rd February, 2023

Attendance of Committee members during 2022-23 is as follows:
	Chairman/ Member	No. of committee Meetings held	No. c
Name of the Member			Committee
			Attended
Mr. Bajrangprasad Maheshwari (Non-Executive Independent Director)	Chairman	4	4
Mr. Ramesh Agrawal (Non-Executive Independent Director)	Member	4	4
Mr. Shalin Sheth (Managing Director)	Member	4	4
Mr. R.P. Sasmal* (Non- Executive Independent Director)	Member	4	0
*Mr. R.P. Sasmal has been regularized at the shareholderâs Meeting held on 28th June, 2022 who has w.e.f. 14th November, 2022 has resigned from the post of Director.

Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of SEBI (LODR) Regulations, 2015 and Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the year.

During the financial year ended 31st March, 2023, Nomination and Remuneration Committee meetings were held on the following dates:

(1) 28th May, 2022 (3) 23rd February, 2023

(2) 14th November, 2022

Attendance of Committee members during 2022-23 is as follows:
Name of the Member	Chairman/ Member	No. of committee Meetings held	No. ( Committee Attended
Mr. Bajrangprasad Maheshwari (Non-Executive Independent Director)	Chairman	3	3
Mr.Dinesh B Patel (Non- Executive Non- Independent Director)	Member	3	2
Mr. R. P. Sasmal* (Non-Executive Independent Director)	Member	3	0
Mr. Ramesh Kumar Agrawal** (Non- Executive Independent Director)	Member	3	2

*Mr. R.P. Sasmal has been regularized at the shareholder''s Meeting held on 28th June, 2022 who has w.e.f. 14th November, 2022 has resigned from the post of Director.

**Mr. Ramesh Kumar Agrawal has been regularized at the shareholder''s Meeting held on 28th June, 2022

Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee was constituted is in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee. The Committee, inter-alia, reviews issue of duplicate certificates and oversees and reviews all matters connected with the Company''s transfers of securities. It looks into redressal of shareholders''/investors'' complaints related to transfer of shares, non-receipt of annual report, non-receipt of declared dividends and such other functions as may be specifically delegated to the Committee by the Board from time to time. There being no investor grievances complaint pending, the committee reviewed the existing procedures for attending to complaints as and when they arise.

During the financial year ended 31st March, 2023, Stakeholders'' Relationship Committee meetings was held on 30th March, 2023. The attendance of each Member at the Stakeholders'' Relationship Committee Meetings held during the financial year 2022-23 is as follows

Name of the Member	Chairman/ Member	No. of committee Meetings held	No. c Committee Attended
Mr.Pramod Kumar Rai (Non- Executive Non- Independent Director)	Chairman	1	1
Mr. Bajrangprasad Maheshwari (Non-Executive Independent Director)	Member	1	1
Mr. Rejal Sheth (Whole time Director)	Member	1	1
Mr. Shalin Sheth (Managing Director)	Member	1	1

During the year under review no grievances were received based on the reports from Accurate Registry and Securities Limited.

Corporate Social Responsibility ("CSR") Committee

As on 31st March 2023, the Corporate Social Responsibility (âCSRâ) Committee comprise of four members, with a majority of Independent Directors. During the year, according to the amendment made in the rules by the Ministry of Corporate Affairs (âMCAâ) vide notification dated September 20, 2022, the Company has adopted the new CSR policy taking into the consideration amendments made by the MCA. A detailed charter of the CSR Committee is also available on the website of the Company at www.advaitinfra.com. The powers, role and terms of reference of CSR Committee covers the areas as contemplated under Section 135 of the Act. The Board has accepted all recommendations made by the Corporate Social Responsibility (âCSRâ) Committee during the year.

During the financial year ended 31^st March, 2023, CSR Committee meetings was held on 14^thNovember, 2022. The attendance of each Member at CSR Committee Meetings held during the financial year 2022-23 is as follows:

Name of the Member	Chairman/ Member	No. of committee Meetings held	No. o Committee Attended
Mr. Bajrangprasad Maheshwari (Non-Executive Independent Director)	Chairman	1	1
Mr.Pramod Kumar Rai (Non- Executive Non- Independent Director)	Member	1	1
Mr. Ramesh Kumar Agrawal (Non- Executive Independent Director)	Member	1	1
Mr. Shalin Sheth (Managing Director)	Member	1	1

Management Committee

The management Committee of the Company has been constituted on 14^th November, 2022 in compliance with the provisions of section 179 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with the Companies (Meeting of Board arid its powers) Rules, 2014 and other applicable rules under the Act, and read with the respective provisions of the Memorandum and Articles of Association of the company. The management committee of the Board was constitute to manage, conduct, supervise and carry on day-to-day affairs of the company subject to the general supervision and ultimate control by the Board.

During the financial year ended 31^st March, 2023, Management Committee meetings was held on 21^st December, 2022. The attendance of each Member at the Management Committee Meeting held during the financial year 2022-23 is as follows:

Name of the Member	Chairman/ Member	No. of committee Meetings held	No. ( Committee Attended
Mr. Shalin Sheth (Managing Director)	Chairman	1	1
Mr. Dinesh B. Patel (Non- Executive Non- Independent Director)	Member	1	0
Mr. Rejal Sheth (Whole time Director)	Member	1	1

21. EVALUATION OF BOARD, ITS COMMITTEE, AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.

The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

22. FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the industry as a whole The Independent Directors also meet with senior management team of the Company in informal gatherings. Visits to plant and factories locations are organized for the Directors to enable them to understand the business better. During the year 2022-23, the Company has conducted 1 programs for familiarizing the Directors for a total duration of 1.5 hours. Details of orientation given to the Directors in the areas of strategy/ industry trends, operations & governance, and safety, health and environment initiatives are available on the website of the Company at www.advaitinfra.com.

23. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of directors and also a policy for the remuneration of directors, key managerial personnel, and senior management. The policy is updated on the website of the company at www.advaitinfra.com/policies .

24. DETAILS OF THE COMPLAINT RECEIVED/SOLVED/PENDING DURING THE YEAR

Sr.	Nature of Complaint	Complaints	Complaints	Complaints
No.		received	solved	pending
1.	Non receipt of shares certificat after transfer etc.	-	-	-
2.	Non receipt of dividend warrants	00	00	Nil
3.	Query regarding demat credit	-	-	-
4.	Others	00	00	Nil
	Total	00	00	Nil

25. PARTICULARS OF CONTRACT OR ARRAGEMENT WITH RELATED PARTIES

All Related party Transactions that were entered into during the financial year 2022-23 were in the ordinary course of business and on arm''s length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature as per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto and as per Company''s policy on Related Party Transactions. All Related Party Transactions are placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. Your Directors draw attention of the members to note no. 27 to the standalone financial statement which sets out related party disclosures.

In Pursuant to the amendment made by SEBI in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the new materiality policy has been adopted by the Board on Material Related Party Transactions which is available on the website of the Company at www.advaitinfra.com/policies.

A statement containing the salient features of the financial statement of subsidiary in the prescribed form AOC-1 is provided as Annexure A to this Directors'' Report

26. VIGIL MECHANISM/WHISTLEBLOWER POLICY

In line with the best corporate governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is also available on the website of the Company at www.advaitinfra.com/policies .

27. PARTICULARS OF EMPLOYEES:

Pursuant to Section 197(12) of the Companies Act, 2013 and other disclosures as Per Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 there were no employees of the Company drawing remuneration exceeding the specified limit during the year under consideration, hence the details prescribed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable. Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are provided in âAnnexure Bâ forming part of this Annual Report.

28. DETAILS OF EMPLOYEE STOCK OPTION SCHEME

The Company had approved Advait Infratech Limited - Employees Stock Option Scheme 2022 (AIL ESOP 2022) in the Annual General meeting held on 28^th June, 2022.

Further, the Company has revised the said scheme with the approval of shareholders vide postal ballot passed on 30^th March, 2023 with respect to its implementation form secondary market Route to Primary Route. The Company has not granted any option under the Scheme during the financial year 2022-23.

The AIL ESOP Scheme 2022 is in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, A certificate from the Secretarial Auditor of the Company that these Schemes are implemented in accordance with the SBEB and Sweat Equity Regulations 2021 and the resolutions passed by the members would be placed before the members at the ensuing AGM and a copies of the same shall be available for inspection at the Registered Office of the Company.

The applicable disclosures as on March 31, 2022, as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 read with the SEBI circular CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 and, are made available on the website of the Company www.advaitinfra.cm .

29. RISK MANAGEMENT

30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company believes in corporate excellence and social welfare. This corporate philosophy is the force behind integrating Corporate Social Responsibility (CSR) into corporate values, culture, operation and business decisions at all levels of the organization. Being a responsible corporate citizen, The Company has a value system of giving back to society and improving the life of the people and the surrounding environment.

The Annual Report on CSR expenditures for the FY 2022-23 is annexed herewith and forms part of this report as Annexure- C.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is given in the Annexure- D forming part of this report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

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

33. CEO/CFO CERTIFICATE

Chief Financial Officer/Chief Executive Officer Compliance Certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) is presented in a separate section forming part of this report as âANNEXURE- Gâ.

34. AUDITORS AND AUDITORS'' REPORTS Statutory Auditors and Auditors'' Report

M/s V.Goswami & Co., (Firm Registration No. 128769W), Chartered Accountant, has been appointed as Statutory Auditors of the Company at the 10th Annual General Meeting held on 27^th August, 2020 to hold office from the conclusion of 10th Annual General Meeting (AGM) till the conclusion of 15^th Annual General Meeting of the Company, subject to compliance of the various provisions of Companies Act, 2013.

The Statutory Auditors of the Company have submitted Auditors'' Report on the financial statements of the Company for the financial year ended 31^st March, 2023 along with financial of the Company forms integral part of this Report and is presented in a separate section forming part of the Annual Report. The reports do not contain any reservation, qualification or adverse remark. Information referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

The Board of Directors of your Company has as per the requirement under Section 204 of the Act and rules made there under, re-appointed Mr. Rajesh Parekh, Practicing Company Secretary, Ahmedabad (COP No. 2939), to conduct the Secretarial Audit of the Company for the financial year 2022-23.

Further, Mr. Rajesh Parekh, Practicing Company Secretary, Ahmedabad (COP No. 2939) expressed their inability to continue as the Secretarial Auditor of the Company from 23^rdFebruary, 2023. Hence, due to the vacancy so occurred, the Company has appointed M/s. RPSS and Co. Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company for the year 2022-23.

The Secretarial Report for the financial year 2022-23 forms integral part of this Report as ''Annexure - F''. Based on Secretarial Audit, there has been no observation in the report. Information referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Cost Auditor

During the year under review, the Company was not required appoint Cost Auditor to as per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. Further pursuant to provision of section 148(1) of the Companies Act, 2013, maintenance of cost records as specified by Central Government are maintained by the Company.

However, the Company on the basis of the their turnover in the year 2022-23 has now falls under the ambit of the Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 and required to have the Cost Audit of the cost records maintained by the Company. Hence, M/s dalwadi and Associates, Cost Accountant, Ahmedabad has been appointed by the Board in its meeting held on 17^th August, 2023 as Cost Auditor of the Company, which is to be confirmed by the members in the ensuing Annual General meeting of the Company.

Internal Auditor

35. INTERNAL FINANCIAL CONTROL SYSTEM:

36. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

37. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

As on 31^st March, 2023 the company has no subsidiaries. The Company has the following Associate Company at the end of this financial year.

1. TG Advait India Private Limited

Statement in Form AOC-1 Pursuant to the first proviso to Section 129 of the Act read with rule 5 of the Companies (Accounts) Rules, 2014 shall be applicable in view of the above explanation, a statement containing the salient features of the financial statement of subsidiary in the prescribed form AOC-1 is provided as Annexure - E to this Directors'' Report.

38. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been uploaded on the Company''s web link www.advaitinfra.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

39. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

40. CAUTIONARY STATEMENT

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companyâs objectives, projections, estimates and expectations, may constitute âforward looking statements â within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

41. ACKNOWLEDGEMENTS

For ADVAIT INFRATECH LIMITED For & on behalf of the Board of Directors

Sd/- Sd/-

SHALIN SHETH REJAL SHETH

Place: - Ahmedabad (DIN: 02911544) (DIN: 02911576)

Date: - 17^th August, 2023 Managing Director Whole time Director

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Directors Report of Advait Energy Transitions Ltd.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

2. NATURE OF BUSINESS:

3. STATE OF COMPANIES AFFAIRS:

4. BUSINESS OUTLOOK:

Key Growth Initiatives

A Vision for the Future

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

6. DIVIDEND:

7. RESERVES

8. CHANGES IN SHARE CAPITAL OF THE COMPANY:

9. PUBLIC DEPOSITS

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")

a) Changes in Directors and KMP

b) Composition of Board of Directors and KMP''s

c) Directors Liable to retire by Rotation

d) Performance Evaluation

e) Number of meetings of the Board of Directors

12. DIRECTOR''S RESPONSIBILITY STATEMENT

13. MANAGEMENT DISCUSSION AND ANALYSIS

14. CORPORATE GOVERNANCE

15. COMMITTEES OF THE BOARD

16. FINANCIAL STATEMENT AS PER THE INDIANACCOUNTING STANDARD (IND- AS)

17. CREDIT RATING

18. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATECOMPANIES:

Material Subsidiary -

Notes On Subsidiary

Joint Ventures and Associates:

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

20. AUDITORS AND AUDITOR''S REPORTSStatutory Auditors

Auditor''s Report

Secretarial Auditor

Cost Auditor

Internal Auditor

Reporting of Frauds, if any, by Auditors

21. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

22. POLICIES, FRAMEWORK AND CONTROL

a) RISK MANAGEMENT

b) VIGIL MECHANISM/ WHISTLEBLOWER POLICYAND FRAUD

c) NOMINATION AND REMUNERATION POLICY

d) INTERNAL FINANCIAL CONTROLS

23. DISCLOSURES

a) PARTICULARS OF CONTRACT ORARRANGEMENT WITH RELATED PARTIES

b) PARTICULARS OF LOANS GIVEN,INVESTMENTS MADE AND GUARANTEESGIVEN

j) CEO/CFO CERTIFICATE

k) CODE OF CONDUCT

24. GENERAL

25. HEALTH, SAFETY AND ENVIRONMENT

26. DISCLOSURE OF AGREEMENTS

27. ACKNOWLEDGEMENTS

MATERIAL SUBSIDIARY:

NOTES ON SUBSIDIARY

JOINT VENTURES AND ASSOCIATES:

Secretarial Auditor

Cost Auditor

Internal Auditor

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

2. NATURE OF BUSINESS:

3. STATE OF COMPANIES AFFAIRS :

4. BUSINESS OUTLOOK:

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

6. DIVIDEND:

7. SHARE CAPITAL:

8. MIGRATION OF SHARES

9. TRANSFER TO RESERVES

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

11. DEPOSIT

12. MANAGEMENT DISCUSSION AND ANALYSIS

13. CORPORATE GOVERNANCE

14. NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARD (IND-AS) FOR YEAR 2022-23 AND CHANGE IN ACCOUNTING STANDARDS (IND-AS) FORM YEAR 2023-24.

15. CREDIT RATING

16. EXTRACT OF ANNUAL RETURN

17. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY THE COMPANY

18. DIRECTOR''S RESPONSIBILITY STATEMENT

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

20. COMMITTEES OF BOARD OF DIRECTORS

21. EVALUATION OF BOARD, ITS COMMITTEE, AND INDIVIDUAL DIRECTORS

22. FAMILIARIZATION PROGRAMME FOR DIRECTORS

23. REMUNERATION POLICY

16. FINANCIAL STATEMENT AS PER THE INDIAN
ACCOUNTING STANDARD (IND- AS)

18. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE
COMPANIES:

20. AUDITORS AND AUDITOR''S REPORTS
Statutory Auditors

21. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

b) VIGIL MECHANISM/ WHISTLEBLOWER POLICY
AND FRAUD

a) PARTICULARS OF CONTRACT OR
ARRANGEMENT WITH RELATED PARTIES

b) PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE AND GUARANTEES
GIVEN