Directors Report of Cemantic Infra-Tech Ltd.

Mar 31, 2025

L INTRODUCTION:

Your Board of Directors (âBoard¹) have pleasure in presenting their Twenty Seventh (27th) Annual Report on the
business and operations of the Company and the Audited Financial Statements and developments for the financial
year ended on 31â March, 2025.

2. FINANCIAL SUMMARY:

During the year under review, financial performance of your company is as under:

(Amount In Lakhs)

Particulars	Year ended on 31.03.2025	Year ended on 31.03.2024
Revenue from operations	-	-
Other Income	0.27	0.05
Total Income	0.27	0.05
Less:Total Expenses	30.99	29.97
Profit / (Loss) before Taxation / Exeptional Item	(30.72)	(29.92)
Less: Exeptional Item	-	â
Profit / (Loss) after tax / after Exeptional Item	(30.72)	(29.92)
Profit / (Loss) C/F to the Next Year	(30.72)	(29.92)

3. BRIEF DESCRIPTION OF THE STATE OF COMPANYS AFFAIRS / PERFORMANCE:

The Company lias not undertaken any construction activity'' during the Financial Year under review and has incurred
loss of Rs.(30.72) Lakhs as against loss of Rs. (29.92) Lakhs in previous financial year 2023-24.

The real estate sector is one of the most globally recognized sectors. It comprises four sub-sectors - housing, retail,
hospitality, and commercial. The growth of this sector is well complemented by the growth in the corporate
environment and the demand for office space as well as urban and semi-urban accommodation. The construction
industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all sectors of the
economy.

During the year under review your Company''is not having any revenue hence the loss of Rs. 30.72 Lakhs. However,
the Board is considering to enter into strategic business tie up with other corporates for projects execution and
growth and they feel extremely optimistic that the performance of die Company will improve in future as the
Company is looking forward to invest in land parcel and other infrastructure projects also.

4. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

5. DIVIDEND:

Due to losses, the Directors of the Company have not recommended any dividend for the current financial year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Tile provisions of Section 125(2) of the Companies Act, 2013 are not applicable as die Company has not declared
and paid any dividend in previous years.

7. TRANSFER TO RESERVES:

For the FY 2024-25, the Company has transferred Rs. (30.72)Lakhs as loss, therefore as at 31â March 2025, the
accumulated loss stinds at Rs. (2,239.32)Lakhs.

8. SHARE CAPITAL:

The Share capital of your Company is Rs. 25,06,56,300/- divided into 2,50,65,630 Equity Shares of Rs. 10/- each
with Voting Rights as at 31.03.2025.

a. Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees:

The Company has not made any provision of money for purchase of its own shares by employees or by trustees for
die benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

b. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity'' share during the financial year in accordance with the provisions of
Section 54 of Companies Act, 2013 read with Rule 8 of die Companies (Share Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares with Differential Voting Rights:

The Company'' has not issued any'' equity shares with differential voting rights during the financial year as per Rule 4(4)
of Companies (Share Capit.il and Debentures) Rules, 2014.

d. Issue of Employee Stock Option:

The Company has not issued any employee stock option during the financial year as per Rule 12 of Companies (Share
Capital and Debentures) Rules, 2014.

9. PUBLIC DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014 at the end of the financial year. Your Company lias not accepted
any such deposits during the financial year 2024-25.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Board consists of Five Directors including Three Independent (Non-Executive Directors). The declaration
from all the Independent Directors are being obtained both at the time of appointment and at the First Board
meeting of each Financial Year.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of
Association of the Company, Mrs. K. Vijaya Rani liable to retire by rotation at die 27*Annual General Meeting and
being eligible has offered herself for re-appointment. I Ier re-appointment is being placed for your approval at the
Annual General Meeting. Your Directors recommend her re-appointment as the Non-Executive Director of your
Company.

Shri Kyatham Prabhakar Reddy and Sliri Snpathi Ram Reddy resigned from their directorship of the Company vide
their resignation letter dated 5^s''August, 2024. Your Board had accepted the resignation w.e.f 12''¹''August, 2024.

The Board of your Company has appointed Shn Snehith Muppuri and Shri Nalluri Venkata Chalapathi Rao as the
Additional and Independent Directors of the Company w.e.f 12.08.2024, and regularized them as Non-Executive
Independent Director with the approval of shareholders of die Company in the 26"'' Annual General Meeting of the
Company held on 28"'' September, 2024.

Board Meetings:

During the year under review, die Board of Directors met Six (6) dmes and the dates of the Board Meetings are:

Sr. No.	Date of Board Meeting
1.	29-05-2024
2.	27-06-2024
3.	124)8-2024
4.	284)8-2024
5.	12-11-2024
6.	124)2-2025

The details of the Meetings of Board are covered in the Corporate Governance Report.

A. Key Managerial Personnel (KMP''s):

In compliance with die requirements of Section 203 of the Companies Act, 2013, following are the Key Managerial
Personnel of the Company:

1. Mr. Guduru Satyanarayana - Managing Director

2. Mr. Manne Rama Koteswara Rao - Chief Financial Officer

3. CS. Mrs. DeshnaJain* - Company Secretary and Compliance Officer

* CS Mrs. Deshna Jain was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 27.06.2024

B. Declaration by Independent Directors:

In accordance with Sub-section (7) of Section 149 of the Companies Act, 2013 (hereinafter called as âThe Actâ), the
Independent Directors on your Board have given a Declaration that they meet the criteria of Independence as
provided in sub section (6) of Section 149 of the Act. There has been no change in terms and conditions of
appointment of Independent Directors, the Policy relating to their appointment is available on the website of the
Company www.cemanticinfra.com

During the year under review, the separate meeting of Independent Directors of die Company without die presence
of non-independent directors and members of the management and all the independent directors were present in
die meeting held on 28"'' March, 2025 in Compliance with die Regulation 25 of SEBI (LODR) Regulation 2015 in
which the following matters were considered:

i. Review of the performance of all the non-independent directors and die Board as a whole.

ii. Review of the performance of the Chairman of die Company, t,iking into accounts the views of Executive Directors
and Non-Executive Directors; and

iii. Assessment of quality, quantity, and timeliness of flow of information among the Company, management, and the
Board, which is necessary for the Board to perform dieir duties effectively and reasonably.

C. Board Evaluation:

The Board of Directors has carried out an Annual Evaluation of its own performance and has devised a Policy on
Evaluation of performance of Board of Directors, Committees and Individual Directors, pursuant to the provisions
of die Art, die Corporate Governance requirements and as prescribed by Regulation 25 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Extract of die Policy on Evaluation of Performance of die Board, its Committees and Individual Directors, is
available on the website of die Company www.cemanticinfra.com

D. Policy on directorsâ appointment & remuneration and criteria for determining qualifications, positive
attributes &Independence of a director:

Your Company has always considered sound advice from the Board and Senior Management as valuable assets of
the Company. The Nomination & Remuneration Policy of the Company is designed to identify the persons for
appointment as Director, and other Senior Management and to attract, motivate, improve productivity and retain
manpower by creating a congenial work atmosphere, encouraging initiatives and teamwork by creating a sense of
belonging and involvement, besides offering appropriate remuneration packages.

The objective of the Policy on Criteria for Determining Qualifications, Positive Attributes, and Independence of a
Director is to determine the qualifications, positive attributes, and independence of a director.

The Nomination & Remuneration Policy as well as Criteria for Determining Qualifications, Positive Attributes
and Independence of a Director are placed on die Companyâs website www.cemanticinfm.com.

11. ANNUAL RETURN:

The extracts of the Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Draft of Annual Return Form
No. MG 1-7 will be available on the website of the Company www.cemanticinfra.com. and the web link for the
same is wwwcerramticinfra.com/investors.php

12. DIRECTORSâ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Act, your directors, to the best of their knowledge and
ability, confirm that:

a) In die preparation of die annual accounts for die Financial Year ended 31â March 2025, die applicable accounting
standards had been followed along widi proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistendy and made judgments and estimates
diat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
31â March 2025 and of die loss of die Company for that period;

c) The directors had 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 odier irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with die provisions of all applicable laws and that
such systems were adequate and operating effectively;

f) The directors had laid down internal financial controls to be followed by the Company and diat such internal financial
controls are adequate and were operating effectively.

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has Internal Financial Controls which are adequate and were operating effectively. The controls are
adequate for ensuring the orderly and efficient conduct of the business, including adherence to the Companyâs
policies, die safeguarding of assets, die prevention and detection of frauds and errors, die accuracy and completeness
of accounting records and timely preparation of reliable financial information. The dentils in respect of Internal
Financial Controls are included in the Management Discussion and Analysis Report, which forms part of the Annual
Report.

14. AUDIT OF ACCOUNTS AND STATUTORY AUDITORS:

As per die provisions of Section 139 of the Companies Act, 2013, M/s. Suryanarayana & Suresh, Chartered Accountants
(Firm Registration No. 006631S), were re-appointed as Statutory Auditors of die Company by the members /
shareholders in the Annual General Meeting held on 28* September 2022 for 5 consecutive years, for issuing the
Audit report on the financial position of the Company.

M/s. Suryanarayana & Suresh, Chartered Accountants (Firm Registration No 006631S), Statutory Auditors of the
Company issued Auditors Report for the financial year ended 31â March, 2025 which is widi unmodified opinion
(unqualified). The observations made by die Statutory Auditors in their report for the financial year ended
31 â March, 2025 read with the explanatory'' notes therein are self-explanatory ;uid dierefore, do not call for any further
explanation or comments from the Board under Section 134(3)(f) of die Companies Act, 2013.

The auditorsâ report does not contain any qualifications, reservations, or adverse remarks.

15. SECRETARIAL AUDIT:

Pursuant to die provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, die Company had appointed CS. Ajay Suman Shrivastava,
Practicing Company Secretary, I lyderabad, to conduct the Secretarial Audit of the Company for die financial year
2024-25.The Report contains details of delays in compliance of SEBI (LODR) 2015, and penalties imposed by BSE
Ltd during the year. The same are factual details and do not require any comments from the Directors.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 2024-25 in Form MR-3 as
Annexure-I forms a part of this Report.

16. DETAILS OF SIGNIFICANT & MATERIALORDERS PASSED BYTHE REGULATORS OR COURTS
OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact onthe going concern status
and the Companyâs operations in future.

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

No corporate insolvency resolution processes were initiated against die Company under die Insolvency and Bankruptcy''
Code, 2016, during die year under review.

18. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IF ANY:

During die year under review, diere has been no one-time setdement of loans taken from banks and financial
Institutions.

19. CREDIT RATING OF BORROWING:

Your Company is not required to obtain nor it has obtained any Credit Raring from ICRA or CRISIL- Credit Raring
Agency.

20. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWTM AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF
THE COMPANIES (APPOINITVIENT & REMUNERATION) RULES, 2014:

During the year, NONE of the employees are drawing a remuneration of Rs.1,02,00,000/- and above per annum or
Rs.8,50,000/-and above in aggregate per month, the limits specified under the Section 197(12) of the Companies
Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managenal Personnel)
Rules, 2014.

2L RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment &
Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Managing
Director (Mr. G. Satyanarayana) of the Company to the median remuneration of the employees is Not Applicable
since Managing Director is not paid any remuneration for the Financial Year 2024-25.

22. STATUS OF LITIGATIONS :

Mrs. Kodali Yijaya Rani, Promoter Director of die Company has filed a petition under Section 421 read with Section
241-242 of Companies Act, 2013 with National Company Law Appellate Tribunal (NCLAT) at Chennai against
7 shareholders vide Petition Na 59 of 2022 arising out of the NCLT Order dt 15.06.2022 in CP No.240/241/IIDB/
2020. Matter was listed on 01.08.2025 and further adjourned for hearing on 10.09.2025.

An FIR has been registered by Mr. G.Satyanarayana in the capacity of Managing Director of Quantum Build-Tech Ltd
vide FIR No.182 of 2020 U/s 420 IPC in CCS at Hyderabad against Accused Mr. Aveena Gudapari & other
7 Shareholders ofNecxPvtLtd. During the course of Investigation, the case is finally referred as âLack of Evidenceâ
and filed final report vide SR Ncx.3221 of 2021 dt31.05.2021.

Further die complainant filed a Protest Petition vide Crl M.P No.2307 of 2022, on the above Protest Petition in die
Honâble XII Addl Chief Metropolitan Magistrate Court, at Xampally made an Order on 21.10.2023 and issued a
memo vide Dis No.2026/XII ACMM/HYD/2023 dt 17.11.2023 and directed the Investigating Agency to proceed
further investigation in this case on proper lines and submit the report.In pursuance to the above orders, the
Dy.Commissioner of Police, CCS, DD, I Iyderabad entrusted die case for further investigation. .As per die Investigation
conducted so far die offence established against the accused Aveena Gudapari & odier7 Shareholders of

M/s.Necx Pvt Ltd and as such a Charge Sheet has been filed on 27.07.2024 against the accused A1-A7 in XII
Addl Chief Metropolitan Magistrate Courtwith case no. CC 8496 of 2024. The matterwas posted to 28.11.2025

Mr.Yelledi Srinivasa Rao, A2 in charge sheet has filed a Quash Petition before the Honâble High Court for the State
of Telangana with case no. CRI.P 14451 of 2024 to Quash the charge sheet filed in XIT AC MM Court vide case no.
CC8496 of 2024. The matter in I lonâble I Iigh Court was posted to 08.10.2025.

Mr.Tadepalli Srinivasa Rao, A3 in charge sheet has tiled a Quash Petition before the I lonâblc 1 Iigh Court for the State
of Telangana with case no. CRLP 13920 of 2024 to Quash the charge sheet filed in XII ACMM Court vide case
no. CC8496 of 2024. The matterwas posted to 13.08.2025.

Company lias filed a case under Negotiable Instruments Act vide Case No. 1290 of 2021 in the Court of VIII
Metropolitan Magistrate for Cheque Bounce on Mr K. Phaneendra Kumar Proprietor of M/s. Sri Sai Techno Fab for
Rs 2,00,00,000/- with interest. The Petition filed by accused was dismissed on 21.01.2025 by the Mil MM Court and
for defence arguments posted to 29.01.2025 and further posted to 22.08.2025.In die mean time the accused
Mr. K Phaneendra Kumar, Proprietor of Sri Sai Techno Fab filed a Petition in Honâble High Court for the State of
Telangana vide CRIP No.1790 of 2025 dated 06.02.2025 to set aside the order dated 21.01.2025 inCC NI No. 1290
of2021 on the file of Mil Judicial Magistrate by allowing the petition in the interest of Justice. The Petition filed by
the accused in the Honâble I Iigh Court has been allowed on 16.07.2025.

Company has filed a case under Negotiable Instruments Act vide Case No. 1283 of 2021 in the Court of VIII
Metropolitan Magistrate for Cheque Bounce on P.Krishna Prasad Proprietor of M/s. P R Consultancy for
Rs. 1,00,00,000/- with interest.The Petition tiled by die accused was dismissed on 21.01.2025 by the VIII MM Court
and for defence arguments posted to 29.01.2025 and further posted to 22.08.2025.In the mean time the accused
Mr. P.Krishna Prasad, Proprietor of P R Consultancy filed a Peddon in Honâble High Court for the State of
Telangana vide CRIP No.l 789 of 2025 dated 06.02.2025 to set aside the order dated 21.01.2025 in CC NI No. 1283
of2021 on the file of Mil Judicial Magistrate by allowing the petition in the interest of Justice. The Petition tiled by
the accused in Honâble High Court has been allowed on 16.07.2025.

Your company has received GST Order dated 18.04.2024 for the financial year 2018-19 to pay an amount of
Rs 23,10,501 /- on account of disallowance of Input Tax Credit. Company filed an appeal on 15.07.2024 against the
Order dt 18.04.2024 before âThe Appellate Joint Commissioner (ST) Secunderabad Divisionâ. Upon submission
of all the relevant required documents the Office of the Appellate Joint Commissioner (S''l) Secunderabad Division
has issued an Order dated 21.11.2024 by allowing Input Tax Credit of Rs 22,78,676/- and directed to pay the balance
amount of Rs 31,824/-due to mismatch in Input Tax Credit. Your company has adjusted the same from the excess
input credit amount during the year 2025-26.

23. THE SEXUAL HARASSMENT OF WOMAN AT WORKPIECE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company has placed an Anti-Sexual I larassment policy in line with the requirement of die Sexual harassment of
Woman at Workplace (Prevention, prohibition and redressal) Act, 2013. There have been NIL complaints of such
nature during the period under review.

24. RISK MANAGEMENT:

Risk mitigation continues to be a key area of concern for the Comp,my, which has regularly invested in insuring itself
against unforeseen risks. The Companyâs stocks and insurable assets like furniture & fixtures, vehicles etc have been
adequately insured against major risks.

The Board of directors of the Company lias also formulated Risk Management Policy in place in accordance with the
Act. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity. The
policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the
opinion of the Board may threaten die existence of the Company.

In die opinion of the Board, following are risks involved in the industry:

a. High Interest rate.

b. Fluctuation in prices of building materials.

c Competitive Risk due to entry of many players in local market.

d. Operational Risk of market saturation.

e. Stringent regulator}'' framework.

f. Slow Disbursement of approvals.

25. ESTABLISHMENT OF VIGIL MECHANISM:

The Vigil Mechanism as envisaged in die Companies Act, 2013, the Rules prescribed thereunder and the Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the
Companyâs Wliistle Blower Policy to enable the Directors, employees and all stakeholders of die Company to report
genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and
make provision for direct access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on die website of die Company www.cemanticinfra.com

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company in its ordinary course of business has entered Contract/Arrangement and paid / provisioned rent of
premises amounting to Rs. 57,000/- (Rupees Fifty Seven Thousand only) to the Director during die financial year
2024-25. The transaction is on Armâs Length basis. In pursuant to Sec. 188(1) of the Companies Act, 2013,
Form AOC-2 is annexed herewith as Annexure - III.

27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES.

The Company has not given any loan to any person or other body corporate or given any guarantee or provided
security in connection with a loan to any other body corporate or person or acquired by way of subscription, purchase
or otherwise, the securities of any other body corporate during the financial year under review.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, the Companyâs performance does not attract die provisions set out under
Section 135 of the Companies Act, 2013 read with rules made thereunder. Hence, the compliances to die provisions
of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014, are not applicable.

29. CORPORATE GOVERNANCE:

Corporate Governance encompasses a set of systems and practices to ensure that die Companyâs affairs are being
managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense.
The objective is to meet stakeholdersâ aspirations and societal expectations. Good governance practices stem from the
dynamic culture and positive mindset of die Company.

Tlie Company has adopted a Code of Conduct for its employees including the Managing Director and die Executive
Directors. The said Code of Conduct is available on Companyâs Website www.eemanticinfra.com

A report on Corporate Governance pursuant to Regulation 34 (3) of the SEBI Listing regulations, covering amongst
other details of Meetings of the Board and Committees along with a Certificate for compliance widi the Corporate
Governance requirements of Regulations 17 to 27 read with Schedule V and clauses (b) to (i) ofRegulation 46(2) of
SEBI (LODR) Regulations, 2015, as applicable, with regard to Corporate Governance, issued by CS. Ajay Suman
Shrivastava,a Practicing Company Secretary, forms part of die Annual Report.

30. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted Nomination and Remuneration Committee of Directors in accordance with the
requirements of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations,
2015. The details are given in the Corporate Governance report attached hereto.

31. SUBSIDIARY, HOLDING, ASSOCIATE COMPANIES AND JOINT VENTURES:

The Company does not have any Subsidiary'', I lolding, Joint Venture or Associate Company as on date.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting die financial position of the Company occurred between die end of
the financial year to which diese financial statements relate, till the date of this report.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo
as required under Section 134(3) (m) of die Companies Act, 2013 read with Rule 8(3) of die Companies (Accounts)
Rules 2014 are as follows:

CONSERVATION OF ENERGY:

1.	The steps taken or impact on conservation of energy.	Your Company requires minimal energy consumption and every
2.	The steps taken by the company for utilizing alternate sources of energy.	endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy'' as far as possible.
3.	The capital investment on energy conservation equipments.

FECI INOLOGY ABSORPTION:

1.	Tile effors made towards technology absorption.	Since the Company⁷ is not engaged in any manufacturing, die information in connection with technology absorption is NIL
2.	The benefits derived like product improvement, cost reduction, product development or import substitution.
3.	In case of imported technology⁷ (imported dunng the last three years reckoned from the beginning of the financial year) the details of technology⁷ imported the year of import,- whether the technology been fully absorbed:- if not fully absorbed, areas where absorption has not taken place, and die reasons thereof.
4.	The expenditure incurred on Research and Development.	NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars of foreign currency earnings and outgo during die financial year are NIL.

34. PREVENTION OF INSIDER TRADING:

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by
Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by die insiders while
dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the
same is available on die website of die Company at www.cemanticiiifra.com

35. LISTING:

The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). The Company has duly complied
with all die requirements of concerned Stock Excliange in accordance with applicable provisions of the SEBI (lasting
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. There have been some
instances of delay in compliance as reported elsewhere in the Annual Report.

36. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation and sincere thanks to all government agencies, banks,
shareholders, vendors and other related organizations, who through their continued support and co-operation, have
helped, as partners, in your Companyâs progress. Your Directors also acknowledge die hard work, dedication and
commitment of the employees.

For and on behalf of the Board

Guduru Satyanarayana Kodali Vijaya Rani

Date: 14.08.2025 Managing Director Director

Place: Hyderabad DIN: 02051710 DIN: 00102286

Mar 31, 2024

Your Board of Directors (âBoardâ) have pleasure in presenting their Twenty Sixth (26th) Annual Report on the
business and operations of the Company and the Audited Financial Statements and developments for the financial
year ended on 31^st March, 2024.

2. FINANCIAL SUMMARY :

During the year under review, financial performance of your company is as under:

(Amount In Lakhs)

Particulars	Year ended on 31.03.2024	Year ended on 31.03.2023
Revenue from operations	-	-
Other Income	0.05	-
Total Income	_	-
Less: Total Expenses	29.97	39.41
Profit / (Loss) before Taxation / Exeptional Item	(29.92)	(39.41)
Less: Exeptional Item	-	^_
Profit / (Loss) after tax / after Exeptional Item	(29.92)	(39.41)
Profit / (Loss) C/F to the Next Year	(29.92)	(39.41)

3. BRIEF DESCRIPTION THE STATE OF COMPANYS AFFAIRS / PERFORMANCE:

The Company has not undertaken any construction activity during the Financial Year under review and has incurred
loss of Rs.(29.92) Lakhs as against loss of Rs. (39.41) Lakhs in previous financial year 2022-23.

The real estate sector has played an essential role in the countryâs economic growth. It is one of the globally recognized
sectors for showcasing the economic growth of the country as the same uses heavy quantity of materials thereby
prompting increased manufacturing activity. It comprises of four sub-sectors- housing, retail, hospitality, and
commercial.

With the increasing real estate demands, the sector holds the potential as the primary economic pillar of Indiaâs
growth story.

During the year under review your Company is not having any revenue hence having loss of Rs. (29.92) Lakhs.
However, the Company and the Board feel extremely optimistic that the performance of the Company will improve
in future as the Company is looking forward to invest in land parcel and other infrastructure projects. The Board is
also considering to enter into strategic business tie up with other corporates for projects execution and growth.

4. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

5. DIVIDEND:

Due to losses, the Directors of the Company have not recommended any dividend for the current financial year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

The provisions of Section 125(2) of the Companies Act, 2013 are not applicable as the Company has not declared and
paid any dividend in previous years.

7. TRANSFER TO RESERVES:

For the FY 2023-24, the Company has transferred Rs. (29.92)Lakhs as loss, therefore as at 31^st March 2024, the
accumulated loss stands at Rs. (2,208.60)Lakhs.

8. SHARE CAPITAL:

The Share capital of your Company is Rs. 25,06,56,300/- divided into 2,50,65,630 Equity Shares of Rs. 10/- each with
Voting Rights as at 31.03.2024.

a. Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees:

The Company has not made any provision of money for purchase of its own shares by employees or by
trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules,
2014.

b. Issue of Sweat Equity Shares:

The Company has not is sued any sweat equity share during the financial year in accordance with the provisions
of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures)
Rules, 2014.

c. Issue of Equity Shares with Differential Voting Rights:

The Company has not issued any equity shares with differential voting rights during the financial year as per
Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

d. Issue of Employee Stock Option:

The Company has not issued any employee stock option during the financial year as per Rule 12 of Companies
(Share Capital and Debentures) Rules, 2014.

9. PUBLIC DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014 at the end of the financial year. Your Company has not accepted any
such deposits during the financial year 2023-24.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of
Association of the Company, Mrs. K. Vijaya Rani liable to retire by rotation at the 26^thAnnual General Meeting and
being eligible has offered herself for re-appointment. Her re-appointment is being placed for your approval at the
Annual General Meeting. Your Directors recommend her re-appointment as the Non-Executive Director of your
Company.

Shri Kyatham Prabhakar Reddy and Shri Sripathi Ram Reddy have resigned from their directorship of the Company
vide their resignation letter dated 5^thAugust, 2024. Your Board has accepted the resignation w.e.f 12^thAugust, 2024.

The Board of your Company has appointed Shri Snehith Muppuri and Shri Nalluri Venkata Chalapathi Rao as the
Additional and Independent Directors of the Company w.e.f. 12.08.2024, subject to approval of shareholders of the
Company. Their appointment as Independent Director will be placed in the 26^th Annual General Meeting, before the
members for their approval.

Board Meetings:

During the year under review, the Board of Directors met Five (5) times and the dates of the Board Meetings are:

Sr. No.	Date of Board Meeting
1.	30-05-2023
2.	10-08-2023
3.	25-08-2023
4.	10-11-2023
5.	12-02-2024

The details of the Meetings of Board are covered in the Corporate Governance Report.

A. Key Managerial Personnel (KMPâs):

In compliance with the requirements of Section 203 of the Companies Act, 2013, following are the Key Managerial
Personnel of the Company:

1. Mr. Guduru Satyanarayana - Managing Director

2. Mr. Manne Rama Koteswara Rao - Chief Financial Officer

3. CS. Vinda M* - Company Secretary and Compliance Officer

4. CS. Deshna Jain** - Company Secretary and Compliance Officer

* CS Mrs. Vinda M has resignedfrom the post w.e.f. 29.02.2024.

**CS Mrs. Deshna Jain was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 27.06.2024

B. Declaration by Independent Directors:

During the year under review, a separate meeting of Independent Directors of the Company without the presence of
non-independent directors and members of the management and all the independent directors were present in the
meeting held on 12^th February, 2024 in Compliance with the Regulation 25 of SEBI (LODR) Regulations 2015 in
which the following matters were considered:

i. Review of the performance of all the non-independent directors and the Board as a whole.

ii. Review of the performance of the Chairman of the Company, taking into accounts the views of Executive Directors
and Non-Executive Directors; and

iii. Assessment of quality, quantity, and timeliness of flow of information among the Company, management, and the
Board, which is necessary for the Board to perform their duties effectively and reasonably.

C. Board Evaluation:

The Board of Directors has carried out an Annual Evaluation of its own performance and has devised a Policy on
Evaluation of performance of Board of Directors, Committees and Individual Directors, pursuant to the provisions
of the Act, the Corporate Governance requirements and as prescribed by Regulation 25 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Extract of the Policy on Evaluation of Performance of the Board, its Committees and individual Directors, is
available on the website of the Company www.quantumbuild.com.

D. POLICY ON DIRECTORSâ APPOINTMENT & REMUNERATION AND CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A
DIRECTOR:

Your Company has always considered sound advice from the Board and Senior Management as invaluable assets of
the Company. The Nomination & Remuneration Policy of the Company is designed to identify the persons for
appointment as Director, and other Senior Management and to attract, motivate, improve productivity and retain
manpower by creating a congenial work atmosphere, encouraging initiatives and teamwork by creating a sense of
belonging and involvement, besides offering appropriate remuneration packages.

The Nomination & Remuneration Policy as well as Criteria for Determining Qualifications, Positive Attributes and
Independence of a Director are placed on the Companyâs website www.quantumbuild.com.

11. ANNUAL RETURN:

The extracts of the Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 in Draft of Annual ReturnForm No.
MGT-7 will be available on the website of the Company www.quantumbuild.com. and the web link for the same is
www.quantumbuild.com/investors.php

12. DIRECTORSâ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Act, your directors, to the best of their knowledge and
ability, confirm that:

a) In the preparation of the annual accounts for the Financial Year ended 31^st March 2024, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March
2024 and of the loss of the Company for that period;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively;

f) The directors had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has Internal Financial Controls which are adequate and were operating effectively. The controls are
adequate for ensuring the orderly and efficient conduct of the business, including adherence to the Companyâs
policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness
of accounting records and timely preparation of reliable financial information. The details in respect of Internal
Financial Controls are included in the Management Discussion and Analysis Report, which forms part of the Annual
Report.

14. AUDIT OF ACCOUNTS AND STATUTORY AUDITORS:

As per the provisions of Section 139 of the Companies Act, 2013 M/s. Suryanarayana & Suresh, Chartered Accountants
(Firm Registration No. 006631S), were re-appointed as Statutory Auditors of the Company by the members /
shareholders in the Annual General Meeting held on 28^thSeptember 2022 for 5 consecutive years, for issuing the
Audit report on the Financial position of the Company.The Board has recommended at the ensuing Annual General
Meeting.

M/s. Suryanarayana & Suresh, Chartered Accountants (Firm Registration No 006631S),Statutory Auditors of the
Company issued Auditors Report for the financial year ended 31^st March, 2024 which is with unmodified opinion
(unqualified). The observations made by the Statutory Auditors in their report for the financial year ended 31st
March, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013.

The auditorsâ report does not contain any qualifications, reservations, or adverse remarks.

15. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS. Ajay Suman Shrivastava,
Practicing Company Secretary, Hyderabad, to conduct the Secretarial Audit of the Company for the financial year 2023-
24.The Report contains details of delays in compliance of SEBI (LODR) 2015, and penalties imposed by BSE Ltd
during the year. The same are factual details and do not require any comments from the Directors.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 2023-24 in Form MR-3 as
Annexure-I forms a part of this Report.

16. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status
and the Companyâs operations in future.

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

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy
Code, 2016, during the year under review.

18. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IFANY:

During the year under review, there has been no one-time settlement of loans taken from banks and financial
Institutions.

19. CREDIT RATING OF BORROWING:

Your Company is not required to obtain nor it has obtained any Credit Rating from ICRA or CRISIL- Credit Rating
Agency .

20. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF
THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

During the year, N ONE of the employees are drawing a remuneration of Rs.1,02,00,000/- and above per annum or
Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies
Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

21. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment &
Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Managing
Director (Mr. G. Satyanarayana), Managing Director of the Company to the median remuneration of the employees
is Not Applicable since Managing Director is not paid any remuneration for the Financial Year 2023-24.

22. STATUS OF LITIGATIONS :

Mrs. Kodali Vijaya Rani, Promoter Director of the Company has filed a petition under Section 421 of Companies Act,
2013 with National Company Law Appellate Tribunal (NCLAT) at Chennai against 7 shareholders vide Petition No.
59 of 2022 arising out of the NCLT Order dt 15.06.2022 in CP No.240/241/HDB/2020. Matter was listed on
22.07.2024 and further adjourned for hearing on 04.10.2024.

An FIR has been registered by Mr. G.Satyanarayana in the capacity of Managing Director of Quantum Build-Tech Ltd
vide FIR No.182 of 2020 U/s 420 IPC of CCS at Hyderabad against Accused Mr. Aveena Gudapati & other 7
Shareholders of Necx Pvt Ltd.During the course of Investigation the case is finally referred as âLack of Evidenceâ and
filed final report vide SR No.3221 of 2021 dt 31.05.2021.

Further the complainant filed a Protest Petition vide Crl M.P No.2307 of 2022, on the above Protest Petition the
Honâble XII Addl Chief Metropolitan Magistrate Court, at Nampally made an Order on 21.10.2023 and issued a
memo vide Dis No.2026/XII ACMM/HYD/2023 dt 17.11.2023 and directed the Investigating Agency to proceed
further investigation in this case on proper lines and submit the report.In pursuance to the above orders, the
Dy. Commissioner of Police, CCS, DD, Hyderabad entrusted the case for further investigation. As per the Investigation
conducted sofar the offence established against the accused Mr. Aveena Gudapati & other 7 Shareholders of
M/s. Necx Pvt Ltd and as such a Charge Sheet is being filed on 27.07.2024 against the accused A1-A7.

Company has filed a case under Negotiable Instruments Act vide Case No. 1290 of 2021 in the Court of VIII
Metropolitan Magistrate for Cheque Bounce on Mr K. Phaneendra Kumar Proprietor of
M/s. Sri Sai Techno Fab for Rs 2,00,00,000/- with interest and the case is posted to 30.08.2024 for the purpose of
Defense Evidence.

Your company has received a GST Order for Financial year 2018-19, for payment of Tax. The Company has filed an
appeal before the âAppellate Joint Commissioner (ST)â, Secunderabad Division on 15.07.2024.

23. THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company has placed an Anti-Sexual Harassment policy in line with the requirement of the Sexual harassment of
Woman at Workplace (Prevention, prohibition and redressal) Act, 2013. There have been NIL complaints of such
nature during the period under review.

24. RISK MANAGEMENT:

Risk mitigation continues to be a key area of concern for the Company, which has regularly invested in insuring itself
against unforeseen risks. The Companyâs stocks and insurable assets like furniture & fixtures, vehicles etc have been
adequately insured against major risks.

The Board of directors of the Company has also formulated Risk Management Policy in place in accordance with the
Act. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity.The
policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the
opinion of the Board may threaten the existence of the Company.

In the opinion of the Board, following are risks involved in the industry:

a. High Interest rate.

b. Fluctuation in prices of building materials.

c Competitive Risk due to entry of many players in local market.

d. Operational Risk of market saturation.

e. Stringent regulatory framework.

f. Slow Disbursement of approvals.

25. ESTABLISHMENT OF VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the
Companyâs Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report
genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and
make provision for direct access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the website of the Company www.quantumbuild.com

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company in its ordinary course of business has entered Contract/Arrangement and paid / provisioned rent of
premises amounting to Rs. 1,14,000/- (Rupees One Lakh Fourteen Thousand only) to the Director during the
financial year 2023-24. The transaction is on Armâs Length basis. In pursuant to Sec. 188(1) of the Companies Act,
2013, Form AOC-2 is annexed herewith as Annexure - III.

27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, the Companyâs performance does not attract the provisions set out under
Section 135 of the Companies Act, 2013 read with rules made thereunder. Hence, the compliances to the provisions
of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014,
are not applicable.

29. CORPORATE GOVERNANCE:

Corporate Governance encompasses a set of systems and practices to ensure that the Companyâs affairs are being
managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense.
The objective is to meet stakeholdersâ aspirations and societal expectations. Good governance practices stem from the
dynamic culture and positive mindset of the Company.

The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive
Directors. The said Code of Conduct is available on Companyâs Website, www.quantumbuild.com

A report on Corporate Governance pursuant to Regulation 34 (3) of the SEBI Listing regulations, covering amongst
other details of Meetings of the Board and Committees along with a Certificate for compliance with the Corporate
Governance requirements of Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of Regulation 46(2) of
SEBI (LODR) Regulations, 2015, as applicable, with regard to Corporate Governance, issued by CS. Ajay Suman
Shrivastava, a Practicing Company Secretary, forms part of the Annual Report.

30. NOMINATION AND REMUNERATION COMMITTEE:

31. SUBSIDIARY, HOLDING, ASSOCIATE COMPANIES AND JOINT VENTURES:

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company as on date.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of
the financial year to which these financial statements relate, till the date of this report.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo
as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules 2014 are as follows:

CONSERVATION OF ENERGY :

1.	The steps taken or impact on conservation of energy.	Your Company requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.
2.	The steps taken by the company for utilizing alternate sources of energy.
3.	The capital investment on energy conservation equipments.

TECHNOLOGY ABSORPTION:

1.	The effors made towards technology absorption.	Since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.
2.	The benefits derived like product improvement, cost reduction, product development or import substitution.
3.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) the details of technology imported the year of import;- whether the technology been fully absorbed:- if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
4.	The expenditure incurred on Research and Development.	NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars of foreign currency earnings and outgo during the financial year are NIL.

34. PREVENTION OF INSIDER TRADING:

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by
Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while
dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the
same is available on the website of the Company at www.quantumbuild.com.

35. LISTING:

The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd). The Company has duly
complied with all the requirements of concerned Stock Exchange in accordance with applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
from time to time. There have been some instances of delay in compliance as reported elsewhere in the
Annual Report.

36. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation and sincere thanks to all government agencies,
banks, shareholders, vendors and other related organizations, who through their continued support
and co-operation, have helped, as partners, in your Companyâs progress. Your Directors also acknowledge
the hard work, dedication and commitment of the employees.

For and on behalf of the Board

Guduru Satyanarayana Kodali Vijaya Rani

Date: 28.08.2024 Managing Director Director

Place: Hyderabad DIN: 02051710 DIN: 00102286

Mar 31, 2015

The Directors have pleasure in presenting their 17,hAnnuaI Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 3 For March. 2015.

1. FINANCIAL HIGHLIGHTS:

During the year under review: performance of your company as under:

(Rupees in Lakhs)

Year ended 31st Year ended 31st Particulars March 2015 March 2014

Turnover 191,72 36.40

Profit/(Loss) before taxation (52,58) 3.56

Less: Tax Expense 2.35 0.00

Profit/(Loss) after tax (5493) 3.56

Add: Balance B/F from the previous year (292.71) (296.27)

Balance Profit / (Loss) C/F to the next year (351.86) (292.71)

2. STATE OF COMPANY'S AFFAIRS & FUTRURE OUTLOOK

During the period under review; the turnover of the Company has increased substantially as against that of the previous year. The financials depict the loss for the current year as against the profit of Rs.3,56,261/- mainly due to the bad debts incurred by the Company.

Despite a long gestation period from the initial stage, the projects were on the verge of completion but due to sluggish overall market conditions, the clients have not made the further payments for their j bookings. This led discrepancies in resources management which have instigated the company to book the balance of receivables as bad debts written off for the financial year.

However, the Company is optimistic in improving and continue to focus on reflecting and delivering superior performance on projects undertaken and reap profits in the coming years. The petition filed by preference share holders for recovery of their investments is pending before the Hon'ble High Court at Hyderabad, and the outcome is not ascertainable.

3. CHANGES IN NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business carried out by the Company.

4. DIVIDEND.

During the FY. 2014-15. the Company has not been able to earn profits so as to reward die shareholders. Therefore, your directors do riot recommend any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES

The amount to be carried forward to the Reserves is Rs. 35.186,605/-.

6. SHARE CAPITAL:

The Share Capital of your Company is Rs. 14.61.56.300 divided into 1.26,15.630 Equity shares of Rs. 10/- each with voting rights and 2.00,000 Cumulative Redeemable preference shares of Rs. 100/ - each. During the Financial Year 2014-15. the Company has not issued and allotted any equity shares out of the unissued share capital.

7. PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act. 2013 read with Companies (Acceptance of Deposits) Rules. 2014 during the year.

8. DIRECTORS

Your Board consists of SIX Directors including FOUR Independent non- executive Directors. The declaration from all the independent directors are being obtained both at the time of appointment and at the first Board meeting of the financial year annually.

Smt KodaliVrjaya Rani, director of the Company retires by rotation in the ensuing Annual General Meeting and being eligible offer herself for re-appointment. Her profile forms part of the Notice. Your Board recommends their appointment.

A. BOARD MEETINGS

During the financial year under review, your Board met SIX times and the dates of the board meeting held are 01.04.2014. 30.05.2014. 12.08.2014. 02.09.2014, 13.11.2014 and 12.02.2015.

The details of the meetings of the Board are covered in the Clause No. 2 of the Corporate Governance Report.

B. KEY MANAGERIAL PERSONNEL (KMPs)

In compliance with the requirements of Section 203 of the Companies Act. 201, Sri.Guduru Satyanarayana - Managing Director. Sri.Manne Rambabu- Technical Whole Time Director. Mr M.R.Koteswara Rao - Chief Financial Officer and Smt. Bandana Sangai. up to 30th May. 2015 and there after Ms. Rachuri Chandana w.e.f. 1st June. 2015 - Company Secretary and Compliance Officer were nominated as the Key Managerial Personnel of the Company.

C INDEPENDENT DIRECTORS AND THEIR DECLARATION:

During the year under review, your Board in the Annual General Meeting held on 29"' September. 2014 i has appointed Sri. S Ram Reddy and Sri K Prabhakar Reddy as an independent directors of the Company to comply with the provisions of Sections 149 of the Companies Act. 2013 which mandates every listed Company to have at least l/3u1 of its directors as Independent directors. The terms and conditions of the appointment of independent directors are as per Schedule IV of the Companies Act. 2013:

All the Independent Directors have given a declaration under sub-section (7) of Section J49 of the Companies Act. 2013 that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act. 2013 and Clause 49 of the Listing Agreement. During the year under review, Independent Directors have held their meeting on 12th February. 2015. exclusively without the presence of executive management and evaluation of Board was carried out. The terms and conditions of appointment of independent directors is provided in "Ann exitire- V

D BOARD EVALUATION:

Pursuant to the provisions of the Companies Act. 2013 and Clause 49 of the Listing Agreement, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors. The extract of the Policy- Evaluation of Performance of the Board, its Committees ' and Individual Directors, are provided along with board evaluation template in "Annexxere II" and also made available on the website of the Company www.quantumbuild.com j

E. MANAGERIAL REMUNERATION:

The details of Remuneration paid to the Directors. KMPs and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are given in Form MGT-9 forming pan of the Directors Report and also in the Corporate Governance Report.

The Board Evaluation Policy includes Remuneration Policy as provided in " Annexwe II" A statement on the Ratio of the remuneration of each director to the median remuneration of the employees of the Company is provided in "Annexwv III"

9. DIRECTORS' RESPONSIBILITY STATEMENT:

Your directors would like to inform the members that the audited accounts for the year ended 31st March, 2015 are in full conformity with the requirements of the Act and they believe that the financial statements reflect fairly-the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operation.. These financial statements are audited by the Statutory Auditors M/s Rambabu & Co., Chartered Accountants.

In accordance with the provisions of Section 134(5) of the Companies Act 2013. your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March. 2015. the applicable accounting standards had been followed along with proper explanation relating to material departures:

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a tme and fair view of the state of affairs of the Company as at 31st March. 2015 and of the profit/loss of the Company for that period:

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

d) The directors had prepared the annual accounts on a going concern basis:

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

f) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the company's policies, the safe guarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information. The Company has complied with the Internal Audit requirements, as M/s. Boppudi & Associates carried out the audit, and their reports were placed before Audit committee. The details in respect of internal financial control are included in the Management Discussion and Anah sis. which forms part of this report.

11. STATUTORY AUDITORS:

Pursuant to the resolution passed by the members in their 16"' Annual General Meeting held in 29.09.2014, have re-appointed M/s Rambabu& Co.. Chartered Accountants as the statutory Auditors of the Company to hold the office till the conclusion of the annual general meeting of the company to be held in the calendar year 2017 subject to ratification even year. Accordingly, the Company has received written consent and a certificate from them to the effect that such appointment is made within the limits as prescribed under Section 139 of the Companies Act, 2013 read with the respective Rules. The Board recommends for ratification for their appointment.

12. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act. 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. the Company had appointed Sri. Ajay S Shrivastava, Practicing Company Secretary. Hyderabad to undertake the Secretarial Audit and certify the same for the Company. The Secretarial Audit Report is provided as "Annexure IV".

13. EXPLANATION TO THE QUALIFICATIONS/RESERVATIONS/ADVERSE REMARKS IF ANY, MADE BY STATUTORY AUDITORS AND SECRGTARIALAUDITORS IN THEIR REPORT:

Since there are no qualification, reservation, adverse remark or disclaimer made by the station- auditor in his report, does not call for any further comments or explanations from the Board.

The qualifications made in the Secretarial Audit Report by the Secretarial Auditor is regarding non-ding of the Annual Return on Foreign Liabilities and Assets under FEMA- RBI Regulations during the Audit Period. Your Board clarifies that the Company is making good the default by filing the said form with the Authorities.

14. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year under review, there leas been no significant and material orders passed by any regulators or courts or tribunal.

15. PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration as prescribed under Section 197 of the Companies Act, 2013. Hence the details are NIL

16. ANTI SEXUAL HARASSMENT POLICY:

Your Company has few female employees and the majority of working staff/ employees are scattered and mobile in nature, hence, there lies no question of sexual harassment and neither any complaints received/resolved or pending. Since the number of female employees is less than 10. the company has not adopted any policy

17. RISK MANAGEMENT:

The management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, following are risks involved in the industry.

a. Fluctuations and uncertainty in the real estate market

b. Changing market prices, customer preferences and uncertainty in Political judgments

c. Fund raising, managing and planning of monetary resources and loans.

18. ESTABLISHMENT OF VIGIL MECHANISM:

Your Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. The Policy is annexed to this Report as "Annexure V". The Whistle Blower Policy is made available on the website of the Company www.quantumbuild.com

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No transactions were entered with Related Parties as defined under Section 2(76) of the Companies Act. 2013 and Clause 49(VII) of the Listing Agreement during the financial year and do not attract the provisions of Section 188 of die Companies Act, 2013. There were no materially significant transactions with related parties in the financial year which were in conflict with the interest of the Company and requiring compliance of the provisions of revised Clause 49 of the Listing Agreement. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes forming part of the Financial Statements.

Since there are no contracts or arrangements or transaction made with related parties. No, disclosure is required to he made under Section 188(1) of the Companies Act, 2013. However the Company has adopted a policy on Related Party Transactions which was approved by the Audit Committee in line with the requirements of the Companies Act, 2013 and the Listing Agreement, The policy is provided in "Annexure- VI" and also made available in the Company s website- www. quantnmhuild. com

20, CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since your Company's net worth does not exceed Rs. 500 Crores or Company's turnover does not exceed Rs. 1000 Crores or company's net profit does not exceed Rs.5 Crores for the financial year, the provisions under Section 135 of the Companies Act, 2014 read with rules made Hereunder. are not applicable. Hence, the compliance to the initiative of Corporate Social Responsibility is not required

21. CORPORATE GOVERNANCE:

Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement and applicable provisions of Companies Act. 2013.

A report on Corporate Governance covering among others details of meetings of the Board and Committees along with a certificate for compliance with the Clause 49 of the Listing Agreement issued by the Practicing Company Secretary- Shri. Ajay S Shrivastava. forms part of this Annua! Report. Your Board has in accordance with the requirements of Companies Act. 2013 and Clause 49 of the Listing Agreement has adopted new policies and amended existing policies such as policy on Related Party Transaction. Code of Conduct for Directors and Senior Management. Corporate Social Responsibility Policy and Whistle Blower and Vigil Mechanism Policy. These policies are available on the website of the Company and can be viewed on www.quantumbuild.com

I. AUDIT COMMITTEE

The Board lias constituted the Audit Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Audit Committee along with Meetings held during the year are covered in the Clause 7 of the Corporate Governance Report.

II.NOMINATION AND REMUNERATION COMMITTEE

In compliance with the requirements of Section 17-S of the Companies Act. 2013. the Nomination & remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report.

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

The particulars as prescribed under Section 134(3) (m) of the Companies Act. 2013 read with Rule 8 of the Companies (Accounts) Rules. 2014 are provided below

CONSERVATION OF ENERGY:

1 the steps taken or impact on conservation of Your Company, being a service provider, energy requires minimal energy consumption and every

2 the steps taken by the company for utilizing Endeavour is made to ensure optimal use of alternate sources of energy energy, avoid wastages and conserve energy as

3 the capital investment on energy conservation far a$ possible equipment's

TECHNOLOGY ABSQRBTION

1 The efforts made' towards technology Since the Company is not engaged in any absorption manufacturing, the information in connection with technology absorption is Nil.

2 The benefits derived like product NIL improvement, cost reduction, product development or import substitution

3 In case of imported technology (imported NIL during the last three years reckoned from the beginning of the financial year)-

- the details of technology imported the year of import;

- whether the technology been fully absorbed

- if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

4 The expenditure incurred on Research and NIL Development

23, DISCLOSURES

i. Particulars of loans, guarantees and investments:

The Company has not given any loan or guarantee or security or made any investments during the financial year in terms of Section 186 of the Companies Act, 2013

ii. Transactions with Related Parties:

No transactions were made with related parties during the year which ail under the scope of Section 188(1) of the Act..

iii. Unclaimed Dividend: During the year under review, since no dividend is declared, there lies no question of discisure of unclaimed dividend.

iv. Subsidiaries & joint ventures:

The company neither has any subsidiaries nor entered into joint venture with any Company or institution during the sear under review v. Employee stock options & sweat equity shares:

During the year under review, the Company has not issued any Employee Stock Options and sweat Equity shares

vi. Extract of the Annual Return:

Pursuant to the provisions of Section i34(3)(a) of the Companies Act. 2013. the extract of the Annual Return in Form MGT-9 is attached as "Annexure VII"

24. LISTING:

The shares of your Company are Listed at BSE Ltd. Bangalore Stock Exchange Ltd. now (De-rccognized) and Hyderabad Stock Exchange (De-recognized). Your Company lias duly complied with all applicable provisions of the Listing Agreement.

25. ACKNOWLEDGEMNENTS:

Your directors take this opportunity to express their graduates for the assistance and co-operation extended by Government Authorities. Bankers and other business associates along with our estimated Shareholders and employees.

Place: Hyderabad For and on Behalf of the Board

Date: 12.08.2015 Sd/- Sd/-

G.Satyanarayana K. Vijaya Rani

Managing Director Director

Mar 31, 2014

Dear members,

The Directors hereby present the Sixteenth Annual Report of the Company together with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2014.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended 31st March, 2014 is summarized below:

(Amount in Rs.)

Particulars 31.03.2014 31.03.2013

Contract Receipts 35,67,324 1,41,59,934

Other Income 73,476 -

Profit/(Loss) before 88,74,932 82,74,777 depreciation, Interest and Income Tax(PBDIT)

Exceptional items - -

Interest and Financial Charges 81,70,843 70,23,634

Depreciation 3,47,828 4,01,546

Net Profit/(Loss) 3,56,261 8,49,597

Provision for tax 0.00 0.00

Profit after tax 3,56,261 8,49,597

2. REVIEW OF OPERATIONS:

The year under review witnessed a period of recession due to uncertain political environment in the state. For the fiscal year ended 31st March 2014, the total revenue was Rs.36,40,800/- as against Rs.1,41,59,934/-in the previous year as the sale of real estate / flats was sluggish due to various geo-political reasons. Further the construction and real-estate industry experienced large supply of constructed spaces over the demand in market.

The net profit also came down to Rs. 3,56,261/-from Rs.8, 49,597/-as compared to the last year, due to low revenues and increased financial and other expenses.

3. FUTURE OUTLOOK:

The dynamism of the infrastructure sector always lay challenges to the company''s performance. Although, the industry has witnessed a gloomy trend for first few years and this financial year, but indeed showed a slight growth trend thus instilling the investors'' confidence. The Company in this juncture conveys positivity owing to the political transparency with regard to state hood and other developmental activities being undertaken by the new government. The sale of held-up projects of the Company may boost, once the Company''s is able to pump new projects as per consumer demand.

4. DIVIDEND:

The profits are planned to be ploughed back in the business operations and hence insufficient to be distributed as dividend. Therefore, your Directors do not declare dividend for the current year.

5. DIRECTORS:

In accordance with the provisions of Sections 152(6)(a) of the Companies Act, 2013 and the provisions of the Articles of Association of the Company, Mr. Kanduri Saraswathi Kumar and Mrs. K. Vijaya Rani Directors retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board has proposed to appoint Sri S. Ram Reddy and Sri. K. Prabhakar Reddy as Independent Directors as per new Rules

6. AUDITORS:

M/s Rambabu& Co., Chartered Accountants, Statutory Auditors of the Company retires at the ensuing sixteenth Annual General Meeting and is eligible for re-appointment. The Auditors if reappointed shall hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Seventeenth Annual General Meeting subject to ratification at the every Annual General Meeting of the Company. The Company has received the written consent and a certificate from them to the effect that their appointment, if made would be within the limits prescribed under Section 139 of the Companies Act, 2013. Board recommends for their appointment and requests members to authorize the Board to fix their remuneration.

7. FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the Public or its shareholders within the meaning of the Section 73 of the Companies Act, 2013 during the year under review.

8. DIRECTORS RESPOSIBILITY STATEMENT:

In accordance with the provisions of Sections 134(5) of the Companies Act, 2013, your Directors state that:

i. In the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. Your Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are treasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of Company for that period.

iii. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting any frauds and other irregularities.

iv. Your Directors have prepared the Annual Accounts on going concern basis for the Financial Year ended 31.03.2014 and

v. Your directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating efficiently.

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

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

a. Conservation of energy: During the year, the amount of energy consumed by the Company was reasonable and low. Thus there is no need for the Company to undertake any specific measures to conserve energy. However, particulars in this regard are annexed to this report.

b. Technology absorption: The Company is mainly into construction business and hence there was not much of any new technology absorbed. Hence the measures or technology absorptions are NIL.

10. SUBSIDIARIES:

There are no subsidiaries to the Company as on date of the report.

11. LISTING OF SHARES :

Your Company, under Direct listing Norms of BSE Limited has made an application for listing of its securities with Bombay Stock Exchange. Your directors are pleased to inform the members that after due documentation and compliances under the said norms, has received an approval for trading of shares at BSE Limited vide letter dated 14th August, 2014.This may instill confidence amongst the stakeholders and the company can plan to wriggle out of the financial crisis by way of attracting/inviting investment from institutional investors..As a result, this signals optimism and hope for the Company''s growth and improvement in its financial status. Moreover, the political environment in the State has become more stable than before and the Company anticipates better performance in the future years.

The Bangalore Stock Exchange where the shares have been listed has informed that their operations are soon to be closed as per order of SEBI.

12. RESEARCH AND DEVELOPMENT:

The business activity of the company is mainly construction and there is no such requirement of Research and Development except for use of established construction technologies.

13. CODE OF CONDUCT:

The Company has adopted a Uniform Code of Conduct for Directors and senior Management Personnel to ensure ethical standards and further compliance to such standards. The object of the code is to conduct the Company''s business ethically with responsibility, integrity, fairness, transparency and honesty.

14. INSURANCE:

The properties and assets of your company are adequately insured.

15. CORPORATE GOVERNANCE CODE:

The code of Corporate Governance promulgated by Securities & Exchange Board of India is being implemented by your Company on a continuous basis. The Report on Corporate Governance as per Clause 49 of the Listing agreement is attached herewith. The Compliance Certificate on Corporate Governance received from Statutory Auditors is also give as an Annexure to this report.

The Management discussion and analysis for parts of this report and is given elsewhere in the Annual Report.

16. NOMINATION & REMUNERATION COMMITTEE:

The Board has constituted Nomination & Remuneration Committee consisting of 3 Non- executive Independent Directors. The terms of reference of the Committee cover nomination of members to the Board, evaluation of compensation and benefits for Executive Director(s), Non-Executive Director(s) and looking after the issues relating to employees remuneration.

During the financial year 2013-14 (ninemonths period ended 31.03.2014), the Committee has not held any meeting as there were no proposals for revision of remuneration any senior level executives of Directors.

The below table gives the composition of the Nomination & Remuneration Committee.

S.No. Name Position

1 Mr.K.Prabhakar Reddy Chairman

2 Mr.S.Ram Reddy Member

3 Mr.K.Saraswathi Kumar Member

17. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the assistance and co-operation extended by Government Authorities, Bankers and other business associates along with our estimated shareholders and employees.

For and on behalf of the Board of Directors

Place: Hyderabad Date: 02.09.2014 Sd/- Sd/- Guduru Satyanarayana Kodali Vijaya Rani Managing Director Director

Mar 31, 2013

Dear Members,

The Directors hereby present the Fifteenth Annual Report of the Company together with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2013.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended 31st March, 2013 is summarized below:

Amount in Rs.

Particulars 31.03.2013 31.03.2012 Contract Receipts 14,159,934 16,148,090 Profit/(Loss) before depreciation, Interest and Income Tax (PBDIT) 8,274,777 10,021,558 Interest and Financial charges 7,023,634 8,314,436 Depreciation 401,546 415,274 Net Profit/(Loss) 849,597 1,291,848 Provision for Tax 0.00 0.00 Profit after Tax 849,597 1,291,848

2. REVIEW OF OPERATIONS:

For the fiscal year ended 31st March 2013, the revenue from operations was Rs.1,41,59,934/- as against Rs.1,61,48,090/- in the previous year due to slowdown in sales and prevailing local circumstances in Hyderabad.

There has been increase in work in progress of Rs.63, 75,357/- as the Company has continued the construction work but was unable to complete the projects. The net profit also came down to Rs.8,49,597/- from Rs.12,91,848/- as compared to the last year, mainly due to increased finance cost.

3. FUTURE OUTLOOK:

The current year promises an improvement prospects over the implementation of Company''s active projects as against the previous year''s unsupportive market conditions. The Company with an outlook of reducing the existing accumulated losses swifts its operations so as to set off losses against the revenues generated from completion of the held up projects and inventory. The Company has drawn up plans and is in pipeline of achieving the good turnover from new residential projects for construction and development purposes.

The company has been making best efforts for securing both long term and working capital finance as bad market conditions of the real estate and low offtake of flats since two years at Gajularamaram project continues to affect the financials of the Company. The Company is also trying to raise funds for marginalizing purposes to overcome the fluctuations in the real estate sector. However, the Company is focused to increase its finance besides being in the advanced level of finalizing for direct listing of shares of the Company in to the Bombay Stock Exchange Limited (BSE)

4. DIVIDEND

As there are accumulated losses pertaining to the previous years, and those are being set off against current year''s profit to some extent, your Directors do not declare dividend for the current year.

5. DIRECTORS:

In accordance with the provisions of Sections 256 of the Companies Act, 1956, and the provisions of the Articles of Association of the Company, Mrs. K. Vijaya Rani & Sri M. Rambabu, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

6. AUDITORS:

M/s. Rambabu & Co., Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received consent from them to the effect that their appointment, if made would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Board recommends for their appointment and requests members to authorize the Board to fix their remuneration.

7. FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the Public or its shareholders within the meaning of the section 58A of the Companies Act, 1956 during the year under review.

8. DIRECTORS RESPOSIBILITY STATEMENT:

In accordance with the provisions of Sections 271 (2AA) of the Companies Act, 1956, your Directors state

i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed.

ii) That your Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss of the Company for that period.

iii) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies, Act 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

iv) That your Directors have prepared the Annual accounts for the financial year ended on 31st March 2013 on a going concern concept.

9. PARTICULARS OF EMPLOYEES:

During the year under review, no employees have drawn their salaries above the limits as specified under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

a) Conservation of energy: During the year, the amount of energy consumed by the Company was reasonable and low. Thus there is no need for the Company to undertake any specific measures to conserve energy. However, particulars in this regard are NIL.

b) Technology absorption: The Company is mainly into construction business and hence there was not much of any new technology absorbed. Hence the measures or technology absorptions are NIL.

c) Foreign exchange Earnings & outgo : (Value in Rs.)

Value of Imports (CIF Basis) : NIL

Expenditure in Foreign currency : NIL

Earnings in Foreign Exchange : NIL

11. SUBSIDIARIES:

There are no subsidiaries to the Company as on date of the report.

12. PREFERENTIAL ISSUE:

During the year under review, the preferential issue was made pursuant to the approval of members which was sought in the Annual General Meeting of the Company held on 29.09.2012 for issue of Equity Shares on conversion of 2,46,280 -13% Cumulative Redeemable Preference Shares together with Accumulated Dividend. Accordingly, after necessary approvals from the Bangalore Stock Exchange Limited, the Company had issued and allotted 43,10,980 Equity shares of Rs.10/- each on preferential basis to the Preference shareholders of the Company. The Company had filed application to the Bangalore Stock Exchange for admitting the fresh issue of shares to the dealings of the Exchange. Currently, these shares are listed and traded at the Bangalore Stock Exchange Limited.

13. RESEARCH AND DEVELOPMENT:

The business activity of the company is mainly construction and there is no such requirement of Research and Development except for use of established construction technologies.

14. LISTING:

The shares of your company are listed in Bangalore Stock Exchange and Hyderabad Stock Exchange. The Hyderabad Stock exchange was De-Recognized by SEBI. The Company has duly complied with all the applicable provisions of the Listing agreement.

15. CODE OF CONDUCT:

The Company has adopted a Uniform Code of Conduct for Directors and senior Management Personnel to ensure ethical standards and further compliance to such standards. The object of the code is to conduct the Company''s business ethically with responsibility, integrity, fairness, transparency and honesty.

16. INSURANCE:

The properties and assets of your company are adequately insured.

17. CORPORATE GOVERNANCE CODE:

The code of Corporate Governance promulgated by Securities & Exchange Board of India is being implemented by your Company on a continuous basis. The Report on Corporate Governance as per Clause 49 of the Listing agreement is attached herewith. The Compliance Certificate on Corporate Governance received from practicing Company Secretary is also give as an Annexure to this report.

18. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the assistance and co-operation extended by Government Authorities, Bankers and other business associates along with our estimated shareholders and employees.

By order of the Board

Place: Hyderabad Date: 31-08-2013 Sd/- Sd/-

Guduru Satyanarayana Manne Rambabu Managing Director Director-Technical

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Directors Report of Cemantic Infra-Tech Ltd.

L INTRODUCTION:

2. FINANCIAL SUMMARY:

3. BRIEF DESCRIPTION OF THE STATE OF COMPANYS AFFAIRS / PERFORMANCE:

4. CHANGE IN NATURE OF BUSINESS:

5. DIVIDEND:

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

7. TRANSFER TO RESERVES:

8. SHARE CAPITAL:

a. Provision of money by company for purchase of its own shares by employees or by trustees for thebenefit of employees:

b. Issue of Sweat Equity Shares:

c. Issue of Equity Shares with Differential Voting Rights:

d. Issue of Employee Stock Option:

9. PUBLIC DEPOSITS:

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board Meetings:

A. Key Managerial Personnel (KMP''s):

12. DIRECTORSâ RESPONSIBILITY STATEMENT:

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:

14. AUDIT OF ACCOUNTS AND STATUTORY AUDITORS:

15. SECRETARIAL AUDIT:

16. DETAILS OF SIGNIFICANT & MATERIALORDERS PASSED BYTHE REGULATORS OR COURTSOR TRIBUNAL:

17. INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016 (IBC):

18. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT ANDVALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IF ANY:

19. CREDIT RATING OF BORROWING:

2L RATIO OF REMUNERATION TO EACH DIRECTOR:

22. STATUS OF LITIGATIONS :

23. THE SEXUAL HARASSMENT OF WOMAN AT WORKPIECE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

24. RISK MANAGEMENT:

25. ESTABLISHMENT OF VIGIL MECHANISM:

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

29. CORPORATE GOVERNANCE:

30. NOMINATION AND REMUNERATION COMMITTEE:

31. SUBSIDIARY, HOLDING, ASSOCIATE COMPANIES AND JOINT VENTURES:

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO:

CONSERVATION OF ENERGY:

FOREIGN EXCHANGE EARNINGS AND OUTGO :

34. PREVENTION OF INSIDER TRADING:

35. LISTING:

36. ACKNOWLEDGEMENTS:

2. FINANCIAL SUMMARY :

3. BRIEF DESCRIPTION THE STATE OF COMPANYS AFFAIRS / PERFORMANCE:

4. CHANGE IN NATURE OF BUSINESS:

5. DIVIDEND:

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

7. TRANSFER TO RESERVES:

8. SHARE CAPITAL:

a. Provision of money by company for purchase of its own shares by employees or by trustees for thebenefit of employees:

b. Issue of Sweat Equity Shares:

c. Issue of Equity Shares with Differential Voting Rights:

d. Issue of Employee Stock Option:

9. PUBLIC DEPOSITS:

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

C. Board Evaluation:

D. POLICY ON DIRECTORSâ APPOINTMENT & REMUNERATION AND CRITERIA FORDETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF ADIRECTOR:

11. ANNUAL RETURN:

12. DIRECTORSâ RESPONSIBILITY STATEMENT:

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:

14. AUDIT OF ACCOUNTS AND STATUTORY AUDITORS:

15. SECRETARIAL AUDIT:

23. THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

24. RISK MANAGEMENT:

25. ESTABLISHMENT OF VIGIL MECHANISM:

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

29. CORPORATE GOVERNANCE:

30. NOMINATION AND REMUNERATION COMMITTEE:

31. SUBSIDIARY, HOLDING, ASSOCIATE COMPANIES AND JOINT VENTURES:

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICHTHIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO:

CONSERVATION OF ENERGY :

TECHNOLOGY ABSORPTION:

FOREIGN EXCHANGE EARNINGS AND OUTGO :

34. PREVENTION OF INSIDER TRADING:

35. LISTING:

36. ACKNOWLEDGEMENTS:

More Information on Cemantic Infra-Tech Ltd.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

a. Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees:

12. DIRECTORSâ RESPONSIBILITY STATEMENT:

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

16. DETAILS OF SIGNIFICANT & MATERIALORDERS PASSED BYTHE REGULATORS OR COURTS
OR TRIBUNAL:

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

18. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IF ANY:

23. THE SEXUAL HARASSMENT OF WOMAN AT WORKPIECE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

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

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

a. Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees:

D. POLICY ON DIRECTORSâ APPOINTMENT & REMUNERATION AND CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A
DIRECTOR:

12. DIRECTORSâ RESPONSIBILITY STATEMENT:

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

23. THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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