Directors Report of Julien Agro Infratech Ltd.

Mar 31, 2025

Your Directors are pleased in presenting their 28th (Twenty-Eight) Directors Report on the business and operations of your
Company together with the Audited Financial Statements and the Auditors'' Report of your Company for the Financial Year
ended March 31, 2025.

The PDF version of report is also available on the website of the Company at www.iulieninfra.com.

Summary of Financial Highlights

During the year under review, performance of your Company are as under:

(Amount in iacs)

Particulars	Year Ended	Year Ended
	March 31,2025	March 31, 2024
Revenue from Operations	12,069.07	2134.70
Other Income	0.48	0.37
Total Income	12,069.55	2,135.07
Profit/ (Loss) before Depreciation, Interest & Taxation	137.77	7.98
Less: Interest	8.69	1.22
Less: Depreciation & Amortization	0.19	0.19
Profit/(Los$) Before Exceptional and Extra ordinary items & Tax	128.89	6.57
Less: Provision for taxation	35.89	1.73
Provision for taxation for earlier year	0.00	0.00
Deferred Tax	(0.03)	(0.02)
Profit/ (Loss) after taxation	93.03	4.86

Note: The above-mentioned figures in the Financial Highlight is based on the Report of Balance Sheet. The Company has
prepared the financial statement in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed
under Section 133 of the Companies Act, 2013.

LISTING OF EQUITY SHARES ON BSE MAINBOARD PLATFORM

The Companies Equity Shares are Listed on the BSE Ltd. on August 28, 2013. The Company has been regular in paying the
Annual Listing Fees to the said Stock Exchanges.

PERFORMANCE OF THE COMPANY

During the year under review the Company has recorded a turnover of Rs. 12,069.07/- (Amount in Lacs) in the financial
year. The Company has recorded a net profit of Rs. 93.03/- (Amount In Lacs) as compared to previous year of profit Rs.
4.86/- (Amount in Lacs).

The Company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net

Profit figures. The management is of the opinion that in the coming future as the overall situation seems to be to be
improving and Directors are optimistic about Company''s business and hopeful of better performance with
increased revenue in next year.

SHARE CAPITAL

The Company has 197,890,000/- Equity Share Capital for the Financial Year ended March 31, 2025. The Company had raised
capital through preferential issue of shares which is being mentioned in the "Capital Structure".

RECORD DATE

The Company has fixed Friday, November 01, 2024 as the "Record Date" for the purpose of determining entitlement of
Equity Shareholders for receipt of 1st Interim Dividend for the FY 2024-25.

The Company has fixed Wednesday, January 08, 2025 as the "Record Date" for determining entitlement of Equity
Shareholders for the purpose of sub-division / split of existing Equity Shares of the Company.

The Company has fixed Friday, February 07,2025 as the "Record Date" for the purpose of determining entitlement of Equity
Shareholders for receipt of 2nd Interim Dividend for the FY 2024-25.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 {''SEBI Listing Regulations''), the Board had formulated a Dividend Distribution Policy (''the Policy''). The
Policy is available on the Company''s website www.julieninfra.com

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of your Company during the financial year ended March 31, 2025.
CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

There has been no change in the registered office of the Company during the financial year 2024-25.

CAPITAL STRUCTURE

During the year under consideration, the Company has changed its capital structure and the authorized and paid-up share
capital as on March 31, 2025 stands as follows:

The Authorized Share Capital of the Company during the financial year 2024-25, Rs. 210,000,000/- (Rupees Twenty-One
Croreonly) divided into 42,000,000 (Four Crore Twenty Lakhs) Equity Shares of face value of Rs. 5/- (Rupees Five only) each
due to Split of Share capital of the Company.

The Company has increased its Authorized Equity Share Capital of the Company from the present R 21,00,00,000/- (Twenty-
One Crores) consisting of 4,20,00,000 (Four Crores Twenty Lakhs) Equity Shares of Face Value R 5/- (Rupees Five only) each
to R 30,00,00,000/- (Rupees Thirty Crores) consisting of 6,00,00,000 (Six Crores) Equity Shares of Face Value R 5/- (Rupee
Five) each.

At present the Authorized Equity Share Capital of the Company R 30,00,00,000/- (Rupees Thirty Crores) consisting of
6,00,00,000 (Six Crores) Equity Shares of Face Value R 5/- (Rupee Five only) each.

The Paid-up Share capital of the Company stands as Rs. 197,890,000/ (Nineteen Crores Seventy Lakhs) crores consisting of
39,578,000 equity shares of Face Value R 5/- (Rupees Five only)

The Company by way of Preferential Issue has issued 20,000,000 (Two Crores) numbers of Fully Convertible Equity Warrants
(hereinafter referred to as âConvertible Warrants") at an exercise price of * 13.50/- (Rupees Thirteen and Fifty Paise Only)
per underlying Equity share of the Face Value of T 5/- (Rupees Five each) (with a premium of ^ 8.50/- (Rupees Eight and
Fifty Paise Only) per share.

During the FY 2025-26 the Company has increased its Paid-up Share capital from R 197,890,000/- (Rupees Nineteen Crore
Seventy-Eight Lakh and Ninety Thousand Only) divided into 39,578,000 (Three Crore Ninety five Lakh and Seventy-Eight
Thousand) Equity Shares of face value R 5/- (Rupees Five Only) each to ^ 297,890,000/- (Rupees Twenty-Nine Crore Seventy-
Eight Lakh and Ninety Thousand Only) divided into 59,578,000 (Five Crore Ninety-five Lakh and Seventy-Eight Thousand)
Equity Shares of face value ^ 51- (Rupees Five Only).

DIVIDENDS

in view of profit during the year, your Directors have recommended dividend on Equity shares for the financial year 2024
2025: -

The Board of Directors (''the Board'') is pleased to recommend declaration of 1st Interim dividend amounting to 0.05 (Five
Paise only) per equity shares for the financial year 2024-25 on the total issued, subscribed and paid- up 19,789,000 Equity
shares of the nominal value of Rs. 10/- each.

The Board of Directors (''the Board'') is pleased to recommend declaration of 2nd Interim dividend amounting to 0.05 (Five
Paise only) per equity shares for the financial year 2024-25 on the total issued, subscribed and paid- up 39,578,000 Equity
shares of the nominal value of Rs. 5/- each.

The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and
dividend will be paid out of the profits of the year.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the
Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax
Act, 1961.

STATUTORY RESERVE FUND

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance
of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was R 2247.16 Lakhs.

HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES

The Company has no holding, Subsidiary Company & Associate Company as on date.

AMOUNT TRANSFERED TO RESERVES

DIRECTORS

Your Company''s Board comprises of the following Directors: -

Directors/Signatory Details
DIN/PAN	Name	Begin date	End date
01103875	Mr. LalitSureka	22/05/2023	-
10159986	Mr. SandipDalmia	22/05/2023	-
02212440	Mrs. Chetna Gupta	22/05/2023	-
07020952	Mr Pankaj Kanodia	28/07/2023	14/08/2024
00538323	Mr. Satish Singh	22/05/2023	14/08/2024
11170688	Mrs. Kalpana Tekriwal	07/07/2025	-
06652773	Mr. Roshni Gadia	07/07/2025	-
10204473	Mrs. Namrata Sharma	14/08/2024	07/07/2025
09850692	Mr. Peeyush Sethia	14/08/2024	07/07/2025

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2024-25, 13th (Thirteen) meetings of the Board of Directors were held. The Provisions of
Companies Act, 2013 and Listing Obligations and Disclosure Requirements (LODR) were adhered to while considering the
maximum time gap between any two meetings was less than one hundred and twenty days. Details of the Board meetings
held during the financial year have been furnished In the Corporate Governance Report forming part of this Annual Report.
The date on which the Board Meetings were held are given below:

08.04.2024	18.04.2024	30.05.2024
31.07.2024	14.08.2024	04.09.2024
08.10.2024	21.10.2024	11.11.2024
26.12.2024	16.01.2025	24.01.2025
29.03.2025	-	-

MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of Independent Directors was held on March 29, 2025 wherein the
performance of the Non-Independent Director and the Board as a whole was reviewed. The Independent Director at their
meeting also assessed the quality, quantity and timeliness of flow of information between the Company''s management
and the Board of Directors of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY

The Company has eonstituted/re-constituted various Board level committees in accordance with the requirements of the
Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Details of all the

Committees along with their composition and meetings held during the year under review are provided in the Report on
Corporate Governance forming part of this Annual Report.

AUDIT COMMITTEE:

The Audit Committee presently comprises of Mr. Kalpana Tekriwal, Chairman, Mrs. Roshni Gadia and Mr. Lalit Sureka as
Members. The terms of reference of the Audit Committee and the particulars of the meetings held and attendance thereat
are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read with the rules made
thereunder and Regulation 18 of SÂ£BI (LODR) Regulations, 2015 has been furnished in the Corporate Governance Report
forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations
of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee presently comprises of Mr. Kalpana Tekriwal, Chairman, Mrs. Roshni Gadia
and Mrs. Chetna Gupta as Members. The terms of reference of the Nomination & Remuneration Committee and the
particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section
178 (1) of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of SEBI (LODR) Regulations,
2015 has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE;

The Stakeholders Relationship Committee presently comprises of Mr. Kalpana Tekriwal, Chairman, Mrs. Roshni Gadia and
Mr. Sandip Dalmia as Members. The terms of reference of the Stakeholders Relationship Committee and the particulars of
the meetings held and attendance thereat are in accordance with the requirements mandated under Section 178 (5) of the
Companies Act, 2013 read with the rules made thereunder and Regulation 20 of SEBI (LODR) Regulations, 2015 has been
furnished in the Corporate Governance Report forming a part of this Annual Report.

PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD DURING THE YEAR

There was no Extra Ordinary General Meeting held during the year under consideration.

POSTAL BALLOT

1. Date of Postal Ballot: November 18, 2024 to December 17, 2024
Resolutions passed through Postal Ballot:

a. To Consider and approve sub-division/spfit of equity shares of the Company as an Ordinary Resolution

b. To approve alteration of Capital Clause of the Memorandum of Association of the Company as an Ordinary
Resolution

2. Date of Postal Ballot: January 27, 2025 to February 25, 2025
Resolutions passed through Postal Ballot:

a. Issuance of 2,00,00,000 fully Convertible Equity warrants on Preferential basis to the persons belonging
to non-promoter category as a Special Resolution

b. To increase Authorized Share Capital of the Company and consequent alteration in capital clause of
Memorandum of Association of the Company as an Ordinary Resolution

MEETINGS OF THE MEMBERS

The Last Annual General Meeting of the Company for the financial year 2023 24 was held on September 30, 2024 at the
âDiamond Plazaâ, 5, Gopi Bose Lane, Kolkata- 700012.

STATE OF THE COMPANY''S AFFAIRS imraieo, unureo

We, M/s. Julien Agro Infratech Limited (Silverpoint Infratech Limited) had entered into diversified area of business during
the Financial Year 2024-25 by foraying into the trading of agro products within the country and with major focus on exports.
Hence, we have applied to change the name of the Company from "SILVERPOINT INFRATECH LIMITED" to "JULIEN AGRO
INFRATECH LIMITED⁷'' which is approved by the Ministry of Corporate Affairs (MCA) with effect from August 25, 2023. The
Company''s primary business was of Civil & Construction Works along with Agro business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY, OCCURRING AFTER
BALANCE SHEET DATE

There was material changes and commitments in the business operations of the Company affecting the financial position
of the Company which have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of this report.

The Company has changed the name of the Company from "SILVERPOINT INFRATECH LIMITED" to "JULIEN AGRO

INFRATECH LIMITED" which is approved by the Ministry of Corporate Affairs (MCA) with effect from August 25, 2023 due
to new line of business i.e trading of agro products.

WEBSITE LINK OF ANNUAL RETURN:

In accordance with Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, interested parties can access the copy of Annual Returns from the Registered Office of the
Company. The Company is being uploaded in the website of the Company www/ulieninfra.com.

EVENTS SUBSEQUENTTO THE DATE OF FINANCIAL STATEMENTS

There is no significant events occurred after the date of financial statements.

LOANS, GUARANTEES AND INVESTMENTS

During the Financial year the Company has made no Loan, Guarantees, Advances & Investment within the limits as
prescribed under Section 186 of the Companies Act, 2013 (Details of Loans, Guarantees or Investments under section 186
of the Companies Act, 2013 are given in the notes to the financial statements.)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

A Related Party Transaction Policy has been formulated by the Board of Directors for determining the materiality of
transactions with related parties and dealing with them. The said policy may be referred to at the Company''s website at
www.julieninfra.com. The Audit Committee reviews all related party transactions.

All contracts or arrangements with related parties, entered into or modified during the financial year, within the meaning
of Section 188 (1) of Companies Act, 2013 were in ordinary course of business and on arm''s length basis and in compliance
with the applicable provisions of the Companies Act, 2013 and the Listing Regulation.

There are no material contracts or arrangements entered into by the Company during the year with Related Parties.

There are no materially significant related party transactions entered into by the Company with promoters, Directors, key
managerial personnel or other designated persons or related party as per definition contained u/s 2(76) of the Act, which
may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies (Accounts) Rules, 2014 in Form AOC-2 has been enclosed
as Annexure - II is attached herewith and forms part of this Director''s Report.

CONSERVATION OF EN ERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of Conservation of energy, technology absorption and foreign exchange 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 not applicable to
the Company. The disclosures are annexed as Annexure-lll and forms part of this Annual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period the Board of the Company was reconstituted for the purpose of better growth and expansion and
diversification of the business of the Company.

a) Appointment of Independent Director

Mrs. Namrata Sharma, (Din: 10204473) has been appointed as an Additional Non-Executive Independent Director of the
Company w.e.f August 14, 2024.

Mr. Peeyush Sethia (Din: 09850692) has been appointed as an Additional Non-Executive independent Director of the
Company w.e.f August 14, 2024.

Mrs. Kalpana Tekriwal (DIN: 11170688) has been appointed as an Additional Non-Executive Independent Director of the
Company w.e.f July 07, 2025.

Mrs. Roshni Gadfa (DIN: 06652773) has been appointed as an Additional Non-Executive Independent Director of the
Company w.e.f July 07, 2025.

b) Cessation in Directorship during the Year

Mr. Pankaj Kanodia (DIN: 07020952) has resigned as a Non-Executive Independent Director of the Company w.e.f August
14, 2024.

Mr. Satish Singh (DIN: 00538323) has resigned as a Non-Executive Independent Director of the Company w.e.f August 14,

2024.

Mrs. Namrata Sharma, (Din: 10204473) has resigned as a Non-Executive Independent Director of the Company w.e.f July
07, 2025.

Mr. Peeyush Sethia (Din: 09850692) has resigned as a Non-Executive Independent Director of the Company w.e.f July 07,

2025.

c) Statement on declaration given by Independent Directors under sub* Section (6) of Section 149

Your Company has received declarations from all the Independent Directors pursuant to Section 149 (7) of the Companies
Act, 2013 of the Company confirming that they meet the criteria of interdependence as prescribed both under Section 149
(6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16 (1) (b) od SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

d) Retirement by Rotation - infratech Limit.

During the financial year 2024-25, the Company has three Non-Executive Independent Directors, one Managing Director
and one Whole time Director. According to Companies Act, 2013 Independent Director is not liable to retire by rotation and
Mr. Sandip Dalmia, Whole-Time Director is liable to retire by rotation and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment with a view to avail her valuable advises and wise counsel.

A brief profile of the Director seeking appointment / re-appointment required under Regulation 36 (3) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 isgiven in the Notice of AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164 (2) of
the Companies Act, 2013 and Rule 14 (1) of the Companies (Appointment & Qualification of Directors} Rules, 2014.

As required under SEBI Listing Regulations, your Company has obtained a certificate from the Practicing Company Secretary
that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or
continuing as Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing
as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure - VII and forms part of this Report.

E) KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Lallt Sureka, Chief Executive Officer and Managing
Director (CEO & MD), Mrs. Neeta Dalmia, Chief Financial Officer, Mr. Sandip Dalmia Whole-time Director and Mrs. Puja Jain,
Company Secretary, are the KMPs of the Company as on March 31, 2025 and there are not appointment and Resignation
of the Company for the financial year 2024-25.

f> FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business model of the Company, etc. pursuant to Regulation 25(7) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 on appointment, the Independent Director is issued a
letter of appointment setting out In detail, the terms of appointment, duties, responsibilities and expected time
commitments. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The
Directors also explained in detail the various compliances required from him to act as a Director under the various provisions
of the Companies Act, 2013, SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider Trading) Regulation, 2011, the Code
of Conduct of the Company and other relevant regulations. The details of familiarization programme is available on
Company''s website www.julieninfra.com.

FORMAL ANNUAL EVALUATION:

Pursuant to the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of each member of
the Board is done on an annual basis. One of the vital functions of the 8oard is monitoring and reviewing the Board
evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria
for the performance of all the individual Directors Board and its Committees was carried out. In accordance with the
provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various
aspects of the Board''s functioning such as adequacy of the composition of the and its committees. Board culture, execution
and performance of specific duties, obligations and governance.

a) Criteria for evaluation of the Board of Directors as a whole

i. Freq uency of meet in gs;

ii. Length of meetings;

iii. Administration of meeting;

iv. Number of Committees and their roles;

v. Flow of information to Board members and between Board members

vi. The quality and quantity of information; and

vii. Disclosure of information to the stakeholders.

b) Criteria for evaluation of Individual Directors

i. Commitment to fulfillment of Director''s obligations and fiduciary responsibilities;

ii. Attendance and contribution at Board/Committee meetings;

iii. Ability to contribute by introducing best practices to address top management issues;

iv. Monitoring management performance and development;

v. Participation in long-term strategic planning

vi. Ability to contribute and monitor corporate governance practices;

vii. Statutory compliance & Corporate governance practices;

viii. Time spent by each of the members;

ix. Core competencies; and

x. Guiding Strategy.

The Directors express their satisfaction over the evaluation process and results thereof.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate report on Management Discussion and Analysis is annexed as part of Annual Report along with the Auditors
Certificate in compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details under Section 197(12) of the act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed as Annexure-
IV. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to
the Members and others entitled thereto, excluding the disclosure on particulars of employees which is available for
inspection by the Members at the Registered Office of the Company during business hours on working days of the Company
up to the date of the ensuing Annual General Meeting.

Disclosures pertaining to Remuneration and Statement showing the names of top Nine employees in terms of remuneration
drawn, as required under Section 197(12) of the Act and Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 (as amended) is not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 and Section 134(5) of the Companies Act, 2013, the Board of Directors
of the Company hereby state and confirm that:

a) Accounting Standard: In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures.

b) Accounting Polities: The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) Proper Efficient and Care: 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) Goinj; Concern Basis: The Directors had prepared the annual accounts on a going concern basis.

e) Compliance with all laws: The Directors had devised proper system to ensure compliance with the provision of ail
applicable laws and that such systems were adequate and operating effectively.

f) Internal Financial Controls: The Directors had laid down internal financial control to be followed by the Company and
that such internal financial control are adequate and operating effectively.

BOARD''S COMMENT ON THE AUDITORâS REPORT:

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for
the financial year 2024-25.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies
Act, 2013,

There have no instances of fraud reported by above mentioned Auditors under Section 143(12) of the Act and Rules framed
thereunder either to the Company or to the Central Government during financial year 2024-25.

RISK MANAGEMENT POLICY:

The Board of Directors of the Company has formulated a Risk Management policy which aims at enhancing shareholders
value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of
the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures. In the opinion of the Board, none of the risks faced by the Company threaten the
existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. The risk management procedure is
reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial
results of the Company. This policy is also available on the Company''s website www.julieninfra.com.

INTERNAL FINANCIAL CONTROL SYSTEMS:

1. The Company has appointed Internal Auditors to observe the Internal Controls who regularly monitors if the workflow
of the organization is being done through the approved polities of the Company. In every half year ended during the
approval of Financial Results, Internal Auditors present the Internal Audit Report.

2. The Board of Directors of the Company has adopted various policies like Related Party Transaction Policy, Whistle
Blower Policy and other procedures for ensuring the orderly and efficient conduct of its business. The Company system
of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper
accounting controls, monitoring of operations, safeguarding of its asset, prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and timely preparation of financial information.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established an effective Whistle Blower Policy person to the Companies Act, 2013 and SEBI listing
Regulation, 2015. The said policy may be referred to at the Company''s website at the following web link
www.ju lieni nfra .com.

The Whistle Blower Policy aims at conducting the affairs of the Company in a fare and transparent manner by adopting the
highest standard of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are
covered under the Whistle Blower Policy.

A mechanism has been stablished for employees to report concern about un ethical behavior, actual or suspected fraud or
violation of code of conduct an ethics. It also provides for educate safeguards against the victimization of employees who
able the mechanism an allows direct access to the Chairman of the Audit Committee in exceptional cases.

CORPORATE GOVERNANCE :

A report on Corporate Governance pursuant to the provisions of Regulation 34 read with point C & E of Schedule V of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, for the Financial Year ended March 31, 2025 along with
the Auditors Certificate from the Practicing Company Secretaries on its compliance are annexed to this Annual Report.

CEO & CFO CERTIFICATION :

The CEO & CFO Certificate on the financial statements of the Company as required under Regulation 17(8) of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

TRANSFER Of AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to applicable provisions of the Companies Act, 2013 (''the Act) read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company have funds lying as unpaid or unclaimed.
Therefore, there was no funds which were required to be transferred to Investor Education and Provident fund (IEPF).

AUDITORS

a) Statutory Auditors:

The Company''s Auditors, M/s. M K Kothari & Associates, Chartered Accountants, (FRN: 323923E), who were
appointed with your approval at the 26th Annual General Meeting for a period of five years, will complete their
present term on conclusion of the ensuing 31st Annual General Meeting of the Company authorized by Board of
Director of Company to fix their Remuneration .

b) Internal Auditors;

The Chairman informed to the Board of Director that the Company has received the consent letter from M/s. Sanjeev
Navin & Associates, Practicing Chartered Accountants, PCA. 303741 to act as an internal Auditor of the Company for
the Financial Year 2024-25 with effect from July 31, 2024.

M/s. Sanjeev Navin & Associates, Practicing Chartered Accountants, PCA. 303741, has been re-appointed as an
Internal Auditor of the Company with effect from July 07, 2025 for the financial year 2025-26 & 2026-27 to carry out
the internal audit functions and activities of the Company on quarterly basis.

c) Secretarial Auditor:

Company has received the resignation letter from M/s. Kalpana Tekriwal & Associates dated July 23, 2024 wherein
they have issued a request to be relieved of their duties to our business concern by stepping down from Secretarial
Auditor position with effect from July 31, 2024.

The Board has appointed M/s. Pooja Bansal, CP No. 18524, Practicing Company Secretaries, as the Secretarial Auditor
of the Company for the Financial Year 2024-25 with effect from July 31,2024.

The Chairman informed that the Board of Directors the Company has received the resignation letter from Mrs. Pooja
Bansal dated March 24, 2025 wherein she has issued a request to be relieved of her duties to our business concern
by stepping down from Secretarial Auditor position. The Board of Directors of the Company do and hereby accept
resignation tendered by them from the position of Secretarial Auditor of the Company with effect from March 29,
2025.

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s. Neha Poddar, {CP No. 12190),
Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial year 2024-25. The
Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of
the Secretarial Auditor for the financial year 2024-25 is annexed to this report Annexure-1 (MR-3).

There are no qualifications or adverse remarks in their Report.

Also, the Secretarial Compliance Report issued under Regulation 24A of SEBI Listing Regulations is given in Annexure
- VI and forms part of this Report.

As required under SEBI Listing Regulations, your Company has obtained a certificate from the Practicing Company
Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being
appointed or continuing as Directors of the Board of the Company have been debarred or disqualified from being
appointed or continuing as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure - VII
and forms part of this Report.

d) Reporting of frauds by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of
frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the
Companies Act, 2013.

Ttie Company does not fall within the purview of Section 148 of the Companies Act, 2013 and hence, it is not required to
appoint a cost auditor for the financial year 2024-25.

DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB SECTION (1) OF SECTION 148 OF THE COMPANIES ACT,
2013

The Company does not fall under the preview of Section 148 of the Companies Act, 2013, and hence it is not required to
maintain any cost records and accordingly such accounts and records are not made and maintained by the Company.

DEPOSITS

Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act, 2013 during the financial year and
as such, no amount on account of Principal or Interest on Deposits from Public was outstanding as on March 31,2025.

CODE OF CON DUCT

The Board of Directors has approved a code of Conduct which is applicable to the Members of the Board and all employees
in the course of day-to-day operations of the Company in accordance with the applicable Accounting Standards. The code
laid down bv the Board is known as âCode of Conduct". The code has been posted on the Company''s website
"www.iylieninfra.com"

PREVENTION OF INSIDER TRADING

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

Your Company has adopted a code of conduct for prevention of "Insider Trading" as mandated by the SEBI and same is
available on the website of the Company "www.julidninfra.com". The said policy has been revised effective from April 01,
2019 in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

All Board Directors and the designated employees have confirmed compliance with the code.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT
2013

The Company has formulated a policy for the prevention of sexual harassment within the Company, it ensures prevention
and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal
Complaint Committee have been constituted which is chaired by a female employee of the Company in accordance with the
requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which
ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints
reported in this regard during the year 2024-25. A copy of the Policy against sexual harassment is posted on the Companyâs
website www.julieninfra.com.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to a safe, inclusive workplace where everyone feels respected and empowered. In line with the
POSH Act, it has adopted an anti-sexual harassment policy and constituted an Internal Committee. No complaints, including
those related to sexual harassment, were received during the year under review.

NOMINATION AND REMUNERATION POLICY OF TH_E.COMPANY

The Nomination & Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable
provisions of the Companies Act, 2013 and rules thereto stating therein the Company''s policy on Directors, payment of
managerial remuneration, Director''s qualifications, positive attribute and independence of Directors by the Nomination &
Remuneration Committee which was revised and reviewed by the Board of Directors. The said policy is furnished as
Annexure-V and forms part of this report and also can be accessed at the Company''s website at "www.iulieninfra.com"

HUMAN RESOURCES

The Company believes in best HR practices by providing its employees a world class working environment, giving them equal
opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is
ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the
Company during the year.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all applicable laws. The Company has been complying with relevant laws and has been
taking all necessary measures to protect the environment and maximize worker protection and safely.

DETAILS OF SIGNIFICANT AND MATERIA! ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern
status and Company''s operation in future.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year, your Company has compiled with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

INDIAN ACCOUNTING STANDARDS

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015, your Company has to comply with Indian Accounting
Standards (Ind-AS) from April 01,2017. Accordingly, the financial statements of the Company for the financial year 2023-24
have been prepared as per Ind-AS.

COMPUANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING

During the Financial Year, our Company has compiled with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

100% of the Company''s paid-up Equity Share Capital is in dematerialized form as on March 31, 2025 and only 2 share is being
held in physical form. Your Company has already sent three reminders to all concerned shareholders advising them to convert
physical shares into demat form. The Company Registrar is M/s. C 6 Management Services Private Limited, P-22 Bondel Road,
Kolkata - 700 019.

BOARDS AND COMMITTEES

The details of Board and its Committees are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every Company
including its holding or subsidiary and a foreign Company, which fulfills the criteria specified in sub-section (1) of section 135
of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not
required to constitute a Corporate Social Responsibility ("CSR") Committee.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961

if female employees exist the Company declares that it has duly complied with the provisions of the Maternity Benefits Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid
maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and be flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable
laws.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE, 2016

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the
Company under the Insolvency and Bankruptcy Code, 2016,

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

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial
institutions.

SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standard-1 (Board Meeting) and Secretarial Standards-2 (General Meetings)
(together referred to as the Secretarial Standards) w.e.f. 1st October, 2017 as approved by the Central Government and
issued by the institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act,
2013.

DATA PRIVACY. DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing
reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies,
aligned with industry best practices and the evolving regulatory framework, including provisions under the Information
Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

â¢ Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer

â¢ Regular third-party cybersecurity audits and vulnerability assessments.

â¢ Employee training programs on data protection and cybersecurity awareness.

â¢ Strict access control mechanisms and implementation of role-based permissions.

â¢ Data breach response protocols in accordance with the CERT-ln guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and
business continuity.

LIQUIDITY

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the
Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks.
Liquidity also enables your Company to position itself for quick responses to market dynamics.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31,2025
which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01,2023, reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record
retention is applicable for the financial year ended March 31, 2025.

Appointment of designated person (Management and Administration) Rules 2014 - Rule 9 of the Companies Act 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is
essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company has proposed and appointed one of the Director as a Designated person in a Board meeting and the same has
been reported in Annual Return of the Company.

GENERAL DISCLOSURES

Yours Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions
on these Items during the year under review:

i. Your Company has not resorted to any buy back of its Equity Shares during the year under review; and

ii. Your Company does not have any subsidiaries;

lii. Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees.

iv. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise

v. There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016,
underscoring our financial resilience.

vi. There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during
the year under review.

vii. The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of
the

viii. Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' request /grievance at the minimum. Priority
is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible
time. The Stakeholders'' Relationship Committee of the Board meets periodically and reviews the status of the Shareholders''
Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both
the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

Your Board sincerely places on record the support extended by the Trade, Shareholders, Company''s Bankers, Central and
State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth of the
organization. The Board further expresses its appreciation for the services rendered by the Executives, officers, staffs and
workers of the Company at all levels.

We look forward to receiving the continued patronage from all quarters to become a better and stronger Company.

By Order of the Board
For Julien Agro Infratech Limited

Place: Kolkata LalitSureka Sandip Dalmia

Date : August 18, 2025 (Managing Director) (Whole Time Director)

Din: 01103875 Din: 1015998

Mar 31, 2024

Your Directors have pleasure in presenting their Twenty-Seventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2024.The PDF version of report is also available on the website of the company at www.julieninfra.com.

Financial Highlights

During the year under review, performance of your Company as under :

(Amount in lacs)

Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023
Turnover	2134.70	199.83
Profit/(Loss) before taxation	6.57	4.61
Less: Tax Expense	1.71	1.20
Profit/(Loss) after tax	4.86	4242.79
Add: Balance B/F from the previous year	219.05	(4023.74)
Balance Profit / (Loss) C/F to the next year	223.91	219.05

Note : The above mentioned figures in the Financial Highlight is based on the Report of Balance Sheet. The Company has prepared the financial statement in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

Listing of Equity Shares on BSE Mainboard Platform

The Companies Equity Shares are Listed on the Bombay Stock Exchange on August 28, 2013. The Company has been regular in paying the Listing Fees to the said Stock Exchanges.

Review of Operations

During the year under review the Company has recorded a turnover of Rs. 2134.70/- (Amount in Lacs) in the financial year. The Company has recorded a net profit of Rs. 4.86/- (Amount in Lacs) as compared to previous year of profit Rs. 4242.79/- (Amount in Lacs).

Share Capital

The Company has 197,890,000/- Equity Share Capital for the Financial Year ended March 31, 2024. The Company has not increased its Capital throughout the year.

Dividends

In view of profit during the year, your Directors have not recommended any dividend on Equity shares for the year under review.

Statutory Reserve Fund

The Company has not transferred any fund to Statutory Reserve Fund during the Financial Year 2023-2024.

Number of meeting of Board of Directors

During the Financial Year 2023-24, Eleven meetings of the Board of Directors were held. The Provisions of Companies Act, 2013 and Listing Obligations and Disclosure Requirements (LODR) were adhered to while considering the maximum time gap between any two meetings was less than one hundred and twenty days. Details of the Board meetings held during the financial year have been furnished in the Corporate Governance Report forming part of this Annual Report. The date on which the Board Meetings were held are given below :

06.04.2023	22.05.2023	23.05.2023
25.05.2023	28.07.2023	14.08.2023
19.08.2023	09.09.2023	08.11.2023
08.02.2024	16.02.2024

Meeting of Independent Directors

During the year under review, a separate meeting of Independent Directors was held on March 22, 2024 wherein the performance of the Non-Independent Director and the Board as a whole was reviewed. The Independent Director at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board of Directors of the Company.

Committees of the Board :

The Company has constituted / re-constituted various Board level committees in accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Annual Report.

Audit Committee :

The Audit Committee presently comprises of Mr. Peeyush Sethia, Chairman, Mrs. Namrata Sharma and Mr. Lalit Sureka as Members. The terms of reference of the Audit Committee and the particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of SEBI (LODR) Regulations, 2015 has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination & Remuneration Committee :

The Nomination & Remuneration Committee presently comprises of Mr. Peeyush Sethia, Chairman, Mrs. Chetna Gupta and Mrs. Namrata Sharma as Members. The terms of reference of the Nomination & Remuneration Committee and the particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section 178 (1) of the Companies Act, 2013 read with the rules made thereunder and Regulation

19 of SEBI (LODR) Regulations, 2015 has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Stakeholders Relationship Committee :

The Stakeholders Relationship Committee presently comprises of Mr. Peeyush Sethia, Chairman, Mrs. Namrata Sharma and Mr. Sandip Dalmia as Members. The terms of reference of the Stakeholders Relationship Committee and the particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section 178 (5) of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of SEBI (LODR) Regulations, 2015 has been furnished in the Corporate Governance Report forming a part of this Annual Report.

State of the Company''s Affairs

We, M/s. Julien Agro Infratech Limited (Silverpoint Infratech Limited) had entered into diversified area of business during the Financial Year 2023-24 by foraying into the trading of agro products within the country and with major focus on exports. Hence we have applied to change the name of the Company from "SILVERPOINT INFRATECH LIMITED" to "JULIEN AGRO INFRATECH LIMITED" which is approved by the Ministry of Corporate Affairs (MCA) with effect from August 25, 2023. The Company''s primary business was of Civil & Construction Works along with Agro business.

Change in the nature of Business, if any

There has been change in the nature of business of the Company during the financial year ended March 31, 2024. The Company has entered into a new line of business i.e trading of agro products and focused mainly on agricultural products.

Material Changes and Commitments affecting financial position of the Company, occurring after Balance Sheet date

There was material changes and commitments in the business operations of the Company affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

The Company has change the name of the Company from "SILVERPOINT INFRATECH LIMITED" to "JULIEN AGRO

INFRATECH LIMITED" which is approved by the Ministry of Corporate Affairs (MCA) with effect from August 25, 2023 due to new line of business i.e trading of agro products.

Annual Return

The Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 is being uploaded in the website of the Company "www.julieninfratech.com."

Loans, Guarantees and Investments

During the Financial year the Company has made no Loan, Guarantees, Advances & Investment within the limits as prescribed under Section 186 of the Companies Act, 2013 (Details of Loans, Guarantees or Investments under section 186 of the Companies Act, 2013 are given in the notes to the financial statements.)

Particulars of Contracts or Arrangements with Related Parties :

A Related Party Transaction Policy has been formulated by the Board of Directors for determining the materiality of transactions with related parties and dealing with them. The said policy may be referred to at the Company''s website at www.julieninfra.com. The Audit Committee reviews all related party transactions.

All contracts or arrangements with related parties, entered into or modified during the financial year, within the meaning of Section 188 (1) of Companies Act, 2013 were in ordinary course of business and on arm''s length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulation.

There are no material contracts or arrangements entered into by the Company during the year with Related Parties.

There are no materially significant related party transactions entered into by the Company with promoters, directors, key managerial personnel or other designated persons or related party as per definition contained u/s 2(76) of the Act, which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies (Accounts) Rules, 2014 in Form AOC-2 has been enclosed as Annexure - II is attached herewith and forms part of this Director''s Report.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo :

Particulars of Conservation of energy, technology absorption and foreign exchange 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 not applicable to the Company. The disclosures are annexed as Annexure-III and forms part of this Annual Report.

Details of Directors and Key Managerial Personnel

During the period the Board of the Company was reconstituted for the purpose of better growth and expansion and diversification of the business of the Company.

a) Appointment of Independent Director

Mrs. Chetna Gupta, (Din: 02212440) has been appointed as an Additional Non-Executive Independent Director of the Company w.e.f May 22, 2023.

Mrs. Namrata Sharma, (Din: 10204473) has been appointed as an Additional Non-Executive Independent Director of the Company w.e.f August 14, 2024.

Mr. Peeyush Sethia (Din: 09850692) has been appointed as an Additional Non-Executive Independent Director of the Company w.e.f August 14, 2024.

b) Cessation in Directorship during the Year

Mrs. Rima Chandra, (Din: 07537182) has resigned as a Non-Executive Independent Director of the Company w.e.f May 22, 2023.

Mr. Satish Singh, (Din: 00538323) has resigned as a Non-Executive Independent Director of the Company w.e.f August 14, 2024.

Mr. Pankaj Kanodia, (Din: 07020952) has resigned as a Non-Executive Independent Director of the Company w.e.f August 14, 2024.

c) Statement on declaration given by Independent Directors under sub- Section (6) of Section 149

Your Company has received declarations from all the Independent Directors pursuant to Section 149 (7) of the Companies Act, 2013 of the Company confirming that they meet the criteria of interdependence as prescribed both under Section 149 (6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16 (1) (b) od SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

d) Retirement by Rotation

During the financial year 2023-24, the Company has three Non-Executive Independent Directors, one Managing Director and one Whole time Director. According to Companies Act, 2013 Independent Director is not liable to retire by rotation and Mr. Sandip Dalmia, Whole-Time Director is liable to retire by rotation and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment with a view to avail her valuable advises and wise counsel.

A brief profile of the Director seeking appointment / re-appointment required under Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is given in the Notice of AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164 (2) of the Companies Act, 2013 and Rule 14 (1) of the Companies (Appointment & Qualification of Directors) Rules, 2014.

As required under SEBI Listing Regulations, your Company has obtained a certificate from the Practicing Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure - VII and forms part of this Report.

e) Key Managerial Personnel :

Mr. Sanjay Kumar Drolia, Managing Director and Chief Financial Officer has resigned from the Company with effect from May 22, 2023.

Mr. Lalit Sureka has been appointed as Managing Director cum Chairman of the Company with effect from May 22, 2023.

Mrs. Neeta Dalmia has been appointed as Chief Financial Officer of the Company with effect from May 22, 2023. Mr. Sandip Dalmia has been appointed as Whole Time Director of the Company with effect from May 22, 2023.

Mr. Lalit Sureka has been appointed as Chief Executive Officer of the Company with effect from July 28, 2023.

f) Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. pursuant to Regulation 25 (7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 on appointment, the Independent Director is issued a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The Directors also explained in detail the various compliances required from him to act as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider Trading) Regulation, 2011, the Code of Conduct of the Company and other relevant regulations. The details of familiarization is available on Company''s website www.julieninfra.com.

Formal Annual Evaluation :

Pursuant to the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of each member of the Board is done on an annual basis. One of the vital function of the Board is monitoring and reviewing the Board evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the individual Directors Board and its Committees was carried out. In accordance with the provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the and its committees, Board culture, execution and performance of specific duties, obligations and governance.

a) Criteria for evaluation of the Board of Directors as a whole

i. Frequency of meetings;

ii. Length of meetings;

iii. Administration of meeting;

iv. Number of Committees and their roles;

v. Flow of information to Board members and between Board members

vi. The quality and quantity of information; and

vii. Disclosure of information to the stakeholders.

b) Criteria for evaluation of individual Directors

i. Commitment to fulfillment of Director''s obligations and fiduciary responsibilities;

ii. Attendance and contribution at Board/Committee meetings;

iii. Ability to contribute by introducing best practices to address top management issues;

iv. Monitoring management performance and development;

v. Participation in long-term strategic planning

vi. Ability to contribute and monitor corporate governance practices;

vii. Statutory compliance & Corporate governance practices;

viii. Time spent by each of the members;

ix. Core competencies; and

x. Guiding Strategy.

The Directors express their satisfaction over the evaluation process and results thereof.

Management Discussion and Analysis Report :

A separate report on Management Discussion and Analysis is annexed as part of Annual Report along with the Auditors Certificate in compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Subsidiaries, JVs or Associate Companies :

The Company does not have any Joint Ventures, Associate or Subsidiary Companies.

Particulars of Employees and Related Disclosures :

Disclosures pertaining to remuneration and other details under Section 197(12) of the act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed as Annexure-IV. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to the Members and others entitled thereto, excluding the disclosure on particulars of employees which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

Disclosures pertaining to Remuneration and Statement showing the names of top Nine employees in terms of remuneration drawn, as required under Section 197(12) of the Act and Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (as amended) is not applicable to the Company.

Directors Responsibility Statement :

Pursuant to clause (c ) of sub-section (3) of Section 134 and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that :

a) Accounting Standard: In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) Accounting Policies: The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) Proper Efficient and Care : 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) Going Concern Basis: The Directors had prepared the annual accounts on a going concern basis.

e) Compliance with all laws: The Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

f) Internal Financial Controls: The Directors had laid down internal financial control to be followed by the Company and that such internal financial control are adequate and operating effectively.

Board''s Comment on the Auditor''s Report :

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2023-24.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

There have no instances of fraud reported by above mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during financial year 2023-24.

Risk Management Policy :

The Board of Directors of the Company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company. This policy is also available on the Company''s website www.julieninfra.com.

Internal Financial Control Systems :

1. The Company has appointed Internal Auditors to observe the Internal Controls who regularly monitors if the workflow of the organization is being done through the approved policies of the Company. In every half year ended during the approval of Financial Results, Internal Auditors present the Internal Audit Report.

2. The Board of Directors of the Company has adopted various policies like Related Party Transaction Policy, Whistle Blower Policy and other procedures for ensuring the orderly and efficient conduct of its business. The Company system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its asset, prevention

and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of financial information.

Whistle Blower Policy/ Vigil Mechanism :

The Company has established an effective Whistle Blower Policy person to the Companies Act, 2013 and SEBI listing Regulation, 2015. The said policy may be referred to at the company''s website at the following web link www.julieninfra.com.

The Whistle Blower Policy aims at conducting the affairs of the Company in a fare and transparent manner by adopting the highest standard of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been stablished for employees to report concern about un-ethical behavior, actual or suspected fraud or violation of code of conduct an ethics. It also provide for educate safeguards against the victimization of employees who able the mechanism an allows direct access to the Chairman of the Audit Committee in exceptional cases.

Corporate Governance :

A report on Corporate Governance pursuant to the provisions of Regulation 34 read with point C & E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, for the Financial Year ended March 31, 2024 along with the Auditors Certificate from the Practicing Company Secretaries on its compliance are annexed to this Annual Report.

CEO & CFO Certification :

The CEO & CFO Certificate on the financial statements of the Company as required under Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

Transfer of Amounts to Investor Education and Protection Fund :

Pursuant to applicable provisions of the Companies Act, 2013 ("the Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company did not have any funds lying unpaid or unclaimed. Therefore, there was no funds which were required to be transferred to Investor Education And Provident fund (IEPF).

Auditors :

a) Statutory Auditors :

M/s. Sarp & Associates, Chartered Accountants, (Firm Registration No. 007375C) have submitted their resignation letter dated May 20, 2023 to resign from the post of Statutory Auditors of the Company The Audit Committee and the Board of Directors of the Company have taken note of this resignation letter at their respective meetings held on May 22, 2023.

M K Kothari & Associates, Chartered Accountants, (FRN : 323923E), has been appointed as the Statutory Auditors of the Company to fill up the Casual Vacancy occurred due to resignation of M/s. Sarp & Associates whose appointment was rectified in the EGM held on June 01, 2023, subject to the ratification by the shareholders in the ensuring 26th Annual General Meeting until the conclusion of the 31st Annual General

Meeting of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies act, 2013 and that they are not disqualified for appointment.

b) Internal Auditors :

Pursuant to Section 138 of the Companies Act, 2013 the Company M/s. Ankush Sultania & Co. has tendered his resignation for the post of Internal Auditor of the Company.

M/s. Sanjeev Navin & Associates., Practicing Chartered Accountants, has been appointed as an Internal Auditor of the Company with effect from July 31, 2023 to carry out the internal audit functions and activities of the Company on quarterly basis.

c) Secretarial Auditor :

Pursuant to Section 204 of the Companies Act, 2013 of the Company has appointed M/s. Kalpana Tekriwal & Associates (C.P No. 22484), Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial year 2023-24. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2023-24 is annexed to this report Annexure-1 (MR-3).

There are no qualifications or adverse remarks in their Report.

Also the Secretarial Compliance Report issued under Regulation 24A of SEBI Listing Regulations is given in Annexure - VI and forms part of this Report.

Pursuant to Section 204 of the Companies Act, 2013 of the Company has appointed Pooja Bansal (C.P No. 18524), Practicing Company Secretaries to conduct the secretarial audit of the Company for the financial year 2024-25 with effect from July 31, 2024.

As required under SEBI Listing Regulations, your Company has obtained a certificate from the Practicing Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure - VII and forms part of this Report.

d) Reporting of frauds by Auditors :

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

Deposits :

Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act, 2013 during the financial year and as such, no amount on account of Principal or Interest on Deposits from Public was outstanding as on March 31, 2024.

Corporate Social Responsibility :

In pursuance of the provisions of Section 135 of the companies Act 2013, the CSR provisions were not applicable to the Company.

Code of Conduct :

The Board of Directors has approved a code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day operations of the Company in accordance with the applicable Accounting Standards. The code laid down by the Board is known as "Code of Conduct". The code has been posted on the Company''s website "www.julieninfra.com"

Prevention of Insider Trading :

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

Your Company has adopted a code of conduct for prevention of "Insider Trading" as mandated by the SEBI and same is available on the website of the Company "www.julieninfra.com". The said policy has been revised effective from April 01, 2019 in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

All Board Directors and the designated employees have confirmed compliance with the code.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 :

The Company has formulated a policy for the prevention of sexual harassment within the Company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee have been constituted which is chaired by a female employee of the Company in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2023-24. A copy of the Policy against sexual harassment is posted on the Company''s Website www.julieninfra.com.

Nomination and Remuneration Policy of the Company :

The Nomination & Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto stating therein the Company''s policy on Directors, payment of managerial remuneration, Directors qualifications, positive attribute and independence of Directors by the Nomination & Remuneration Committee which was revised and reviewed by the Board of Directors. The said policy is furnished as Annexure-V and forms part of this report and also can be accessed at the Company''s website at "www.julieninfra.com"

Human Resources :

The Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year.

Health, Safety and Environmental Protection :

Your Company has complied with all applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safely.

Details of Significant and Material Orders passed by the Regulators. Courts and Tribunals impacting the going concern status and Company''s operation in future :

There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operation in future.

Compliance with Secretarial Standards on Board and General Meetings :

During the Financial Year, your Company has compiled with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Indian Accounting Standards :

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015, your Company has to comply with Indian Accounting Standards (Ind-AS) from April 01, 2017. Accordingly, the financial statements of the Company for the financial year 2023-24 have been prepared as per Ind-AS.

Compliance with Secretarial Standards on Board and General Meeting :

During the Financial Year, your Company has compiled with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Dematerialization of shares :

100% of the Company''s paid up Equity Share Capital is in dematerialized form as on March 31, 2024 and only 1 share is being held in physical form. Your Company has already sent three reminders to all concerned shareholders advising them to convert physical shares into demat form. The Company Registrar is C B Management Services Private Limited, P-22 Bondel Road, Kolkata - 700 019.

Boards and Committees :

The details of Board and its Committees are given in the Corporate Governance Report.

Details of Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016 :

During the year under review, there were no application made or proceedings pending in the name of the Company under Insolvency & Bankruptcy Code, 2016.

Details of Difference between valuation Amount on One Time Settlement and valuation while availing loans from Banks & Financial Institution :

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

General Disclosures :

Yours Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review :

i. Your Company has not resorted to any buy back of its Equity Shares during the year under review; and

ii. Your Company does not have any subsidiaries;

Acknowledgement :

Your Board sincerely places on record the support extended by the Trade, Shareholders, Company''s Bankers, Central and State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth of the organization. The Board further expresses its appreciation for the services rendered by the Executives, officers, staffs and workers of the Company at all levels.

We look forward to receiving the continued patronage from all quarters to become a better and stronger Company.

By Order of the Board

For Julien Agro Infratech Limited

Place : Kolkata Lalit Sureka Sandip Dalmia

Date : September 04, 2024 (Managing Director) (Whole Time Director)

Din:01103875 Din : 10159986

Mar 31, 2015

DEAR SHAREHOLDERS,

The directors have pleasure in presenting their Eighteenth Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

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

(Rupees in Lakhs)

Particulars Year Ended Year Ended 31st March, 2015 31st March, 2014

Turnover 856,142,393 1,678,863,078

Profit/(Loss) before taxation 6,512,998 6,892 482

Less: Tax Expense 1,814,965 2,129,777

Profitless) after tax 4,698,033 4,762,705

Add: Balance B/F from the previous year 19,367,488 14,604 783

Balance Profit / (Loss) C/F to the next year 24,065,520 19,367,488

LISTING OF EQUITY SHARES ON BSE SME PLATFORM

The Directors are pleased to inform that the company has got its Equity Shares listed on SME Platform of BSE Limited on 28th August, 2013.

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs. 856,142,393 as compared to Rs. 1,678,863,078 in the previous year. The Company has recorded a net profit of Rs. 4,698,033as compared to Rs. 4,762,705 in the previous year.

SHARE CAPITAL

The Company has 197890000/- Equity Share Capital for the Financial Year ended 31st March, 2015. The Company has not increased its Capital throughout the year.

DIVIDENDS

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2015.

TRANSFER TO RESERVES

The Company proposes to transfer a sum of Rs.4,698,033 to Reserve & Surplus during the financial year ended 31st March, 2015.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2014-15, five meetings of the Board of Directors and one meeting of Independent Directors' were held. The details of which are given in Corporate Governance Report. The Provisions of Companies Act, 2013 and Listing Agreement were adhered to while considering the time gap between meetings.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition and terms of reference of the Share Transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STATE OF THE COMPANY'S AFFAIRS

The Company is engaged in the business of Civil & Construction Works. There has been no change in the business of the company during the financial year ended31st March, 2015.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the company during the financial year ended 31st March, 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY. OCCURRING AFTER BALANCE SHEET DATE

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31,2015) and date of the report {August 20,2015)

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in accordance with section 134(3) of the Companies Act, 2013 in Form No. MGT-9forthe financial year ended March 31, 2015 is annexed hereto as Annexure-//and forms part of Director Report.

LOANS. GUARANTEES AND INVESTMENTS

During the Financial year the Company has made Loan, Guarantees, Advances & Investment within the limits as prescribed under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any contracts or arrangements with related party during the financial year 31st March, 2015.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format AOC- 2 has been enclosed as Annexure - HI (AOC-2) and forms part of this report.

The policy on the materiality of related party transactions as approved by the Board may be accessed on the company's website www.silverpointinfratech.com,

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of Conservation of energy, technology absorption and foreign exchange and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable to the Company. The disclosures are annexed as Annexure-IV and forms part of this Annual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period the Board of the Company was reconstituted for the purpose of better growth and expansion and diversification of the business of the Company.

a) APPOINTMENT OF INDEPENDENT DIRECTORS:

At the Annual General Meeting of the Company held on 30th September, 2014 the members of the Company appointed Mr. Sri Krishna Dokania (DIN: 03610290) and Ms. Devangna Tiwari (DIN: 06651804) as an Independent Directors under the Act for a term of upto 31st March, 2019.

b) CHANGE IN DIRECTORSHIP DURING THE YEAR:

During the year under review Ms. Devangna Tiwari was appointed as an Additional Director of the company with effect from 5th September, 2014 and there was change in her designation from Additional Director to Non- Executive, Independent Director with effect from 30th September, 2014.

Mr. Lokesh Agarwal was designated from Independent Director to Non-independent & Non- Executive Director of the Company with effect from 30th September, 2014.

Mr. Sri Krishna Dokania was designated from Additional Director toNon- Executive Independent Director of the Company with effect from 30th September, 2014.

c) STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION 16) OF SECTION 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of interdependence as prescribed both under sub-section 149 of the Companies Act, 2013 and under Clause 52 of the Model SME Listing Agreement with the Stock Exchanges.

d) RETIREMENT BY ROTATION:

Mr. Lokesh Agarwal, Director of the Company, retires under Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

e) KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company in their meeting held on 30th June, 2014 appointed Ms. Nikita Rateria as Company Secretary/Compliance Officer of the Company.

During the Year 2014-15, Mr. Satyajit Ghosh had resigned as Company Secretary/ Compliance Officer from the Company with effect from 26th May, 2014.

Mr. Sanjay Kumar Drolia was appointed as a Managing Director of the Company w.e.f 12th July, 2012.

Mr. Hemant Kumar Drolia was appointed as a Chief Financial Officer of the Company w.e.f 30th January, 2014.

FORMAL ANNUAL EVALUATION

One of the vital function of the Board is monitoring and reviewing the Board evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the directors. In accordance with the provisions of the Acts and the Corporate Governance requirements as prescribed by securities and Exchange Board of India (SEBI) under Clause 52 of the Model SME Listing Agreement.

A separate exercise was carried out to evaluate the performance of individual's directors including the chairman of the Board on parameters such as level of engagement and contribution, Independence of judgment, safeguarding the interest of the company and its minority shareholders etc. The performance of the evaluation of the Non independence Directors and Boards as a whole also carried out by the Independent Directors.

The Board of Directors in its meeting held on 12th March, 2015 undertook the annual evaluation of its own performance, Board Committee and individuals Directors. The review concluded that the performance of the Directors, Committees & the Board as a whole, to be adequate and satisfactory.

SUBSIDIARIES, JVS OR ASSOCIATE COMPANIES

The Company does not have any Joint Ventures and Associate Companies but it has subsidiaries Companies. The Companies listed below have become its Subsidiary Companies in Financial Year 2013-14 and their details are furnished in the Annexure - V (AOC-1) and forms part of this Annual Report

Subsidiaries Companies are as follows:

SL NO. NAME OF THE COMPANY:

1 Mamtamayee Mercantile Limited

2 Pushapdham Commodities Limited

3 Shyambaba Business Limited

4 Astdurga Enterprises Limited

5 Khatushyam Mercantile Limited

6 Bhootnath Exports Limited

7 Ramrajya Tie up Limited

8 Panchpushap Vyapaar Limited

9 Baglamukhi Agencies Limited

10 Wellside Agencies Limited

11 Rockland Merchandise Limited

12 Everlasting Sales Limited

13 Hargouri Commercial Limited

14 Dasbhuja Marketing Limited

15 Roselife Vanijya Limited

16 Kailashdham Mercantile Limited

17 Prathampujay Vinimay Limited

18 Vishnudham Suppliers Limited

19 ShivprabhatTradelink Limited

Company which has ceased to be subsidiary during the financial year 2014-15:

SL NO, NAME OF THE COMPANY:

1 Sidhidhan Commodities Limited.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details under section 197(12) of the act read with rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-VI.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement under Section 134 (5) referred to in clause (c) of sub-section (3) shall state thatÂ

a) Accounting Standard: ln the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) Accounting Policies: The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c) Proper efficient and care: 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) Going Concern Basis: The directors had prepared the annual accounts on a going concern basis.

e) Compliance With All Laws: The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

f) Internal Financial Controls: The directors had laid down internal financial control to be followed by the company and that such internal financial control are adequate and operating effectively.

BOARD'S COMMENT ON THE AUDITOR'S REPORT

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory.

RISK MANAGEMENT POLICY

The Board of Directors of the company has formulated a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. This policy is also available on the company's website www..silverpqintinfratech.com.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the Opinion of the Board the existing internal control framework is adequate and commensurate to the size and nature of the business of the company, during the year such controls were tested and no reportable material weaknesses in the design or operation were observed.

WHISTLEBLOWER POLICY/VIGIL MECHANISM

The company has formulated vigilance Mechanism /Whistle Blower Policy as per the provisions of the Companies Act, 2013 and clause 52 of the model SME Equity of listing agreement to provide a mechanism for employees of the company to approach the vigilance officer/Chairman of the Audit Committee of the company safeguards against victimization of persons who use such mechanism. The vigilance officer places the report/ status of complaints received and resolved, if any to the members of Audit Committee. Further the aggrieved person can have directed access to the chairman of Audit Committee. The policy is readily available on company's website www.silyexj0pjntinfratech.com.

CORPORATE GOVERNANCE

Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as provided under the amended Clause 52 of the Model SME Listing Agreement with the Stock Exchanges, are complied with. A separate report on Corporate Governance along with the Auditors certificate for its due compliance is forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Management Discussion and Analysis as per Clause 52 of the Model SME Listing Agreement with the stock exchanges is forming part of this Annual Report.

CEO/CFO CERTIFICATION

The CEO/CFO Certificate on the financial statements of the company as required under Clause 52 of the Model SME Listing Agreement forms part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed. Therefore there was no funds which were required to be transferred to Investor Education And Provident fund (IEPF).

AUDITORS

al STATUTORY AUDITORS

M/s. GHOSHAL & Co., Chartered Accountants (Registration No: 304154E), who are the Statutory Auditors of the company hold office until the conclusion of the ensuring Annual General Meeting. It is proposed to re- appoint them to examine and audit the accounts of the company for one year to hold office from the conclusion of this AGM till the conclusion of the next AGM of the company to be held in the year 2016 subject to ratification of their appointment at every AGM. M/s. GHOSHAL & Co, has under section 139(1) of the Companies Act, 2013 and the rules framed there under furnished a certificate of their eligibility and consent for re- appointment.

bj INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 the company had appointed M/s. Jain Prasad &Co. as the Internal Auditor Bf the company to carry out the internal auditor of the functions and activities of the company.

c] SECRETARIAL AUDITOR

Pursuant to section 204 of the Companies Act 2013 of the company had appointed Ms. Neha Jain (C.P No. 10825), Company Secretaries to conduct the secretarial audit of the company for the financial year 2014- 15. The Company had provided all assistance and faddist's to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2014-15 is annexed to this report Annexure-1. (MR-3) there are no qualifications or adverse remarks in their Report.

DEPOSITS

The Company has not accepted any deposits under section 73 of the Companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2014-15.

CONSOLIDATED FINANCIAL STATEMENTS

In the Accounting Standard 21 read with General Circular No 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs (MCA) and in compliance of the Model SME Equity Listing Agreement with the Stock Exchange(S) the audited financial statement duly audited by the statutory auditor of the Company, together with the Audit Report is annexed with these accounts and forms part of the Annual Account. The Financial Statements of each of the Subsidiaries has been duly approved by the respective Board of Directors of the Subsidiaries.

CORPORATE SOCIAL RESPONSIBILITY

In pursuance of the provisions of section 135 of the Companies Act 2013, the CSR provisions were not applicable to the company.

CODE OF CONDUCT

The Board of Directors has approved a code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day operations of the Company in accordance with the applicable Accounting Standards. The code laid down by the Board is known as "Code of Conduct:" The code has been posted on the Company's Website www.silverpojntjnfratech.cpm.

PREVENTION OF INSIDER TRADING

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

All Board Directors and the designated employees have confirmed compliance with the code.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013

The Company has formulated a policy for the prevention of sexual harassment within the company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Complaint Redressal Committee have been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2014-15. A copy of the Policy against sexual harassment is posted on the Company's Websitewww.silverpointinfratech.com.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The company's policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under section 178(3) of the Companies Act, 2013 is furnished in Annexure-VII and forms part of this report.

HUMAN RESOURCES

The Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the company during the year.

HEALTH. SAFETY AND ENVIRONMENTAL PROTECTION

The Company has complied with all applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safely.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operation in future.

ACKNOWLEDGEMENT

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and others associated with the Company. Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company

By Order of the Board

Sd/- Sd/-

Sanjay Kumar Drolia Sri Krishna Dokania

Place: Howrah Managing Director Director

Date ;20th August, 2015 (Din: 00538256) (Din:03610290)

Mar 31, 2014

Dear Shareholders,

The Director have pleasure in presenting the Seventeenth Annual Report of your Company along with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summarized financial results for the year ended 31st March 2014 are as under:

PARTICULARS 31st March, 2014 31st March, 31st March, Consolidated 2014 2013

Sales/Revenue from Operation 1,678.863,078 1,678,863,078 2,509,605126

Other Income_:: - - -

Total Income 1,678,863,078 1,678,863,078 2,509,605126

Less: Expenditure 1,671,731,038 1,671,511,038 2,500,959,557

Profit/(Loss) before Interest, Depreciation &Tax 7,132,040 7,352,040 8,645,569

Less: Interest _;: - - -

Depreciation and Amortization Cost 459,558 459,558 414,429

Profit/(Loss) before Tax 6,672,482 6,892,482 8,231,140

Tax Expenses 2,016,924 2,129,777 2,477,871

Profit/(Loss) after tax 4,610,685 4,762,705 5,753,269

Add: Profit/(Loss) Brought Forward 14,604,783 14,604,783 8.851,514

Amount available for Appropriation/(Loss) 19,215,468 19,367,488 14,604,783

RESULT TO OPERATIONAL REVIEW

During the current period of operation, your company has shown a turnover of Rs. 1,678,863,078/-, profit after tax Rs. 4,762,705/ and made provision for Income Tax of Rs. 2,084,904/-.

TRANSFER TO RESERVE

It is proposed to transfer Rs 4,762,705/- out of the current profits to General Reserve. LISTING OF EQUITY SHARES ON BSE SME PLATFORM

Your directors are pleased to inform that the company has got its equity shares listed on SME Platform of BSE Limited on 28th August, 2013.

DIVIDEND

In order to maintain a better liquidity position and conserve existing resources of the company, the Directors therefore, do not recommend any dividend for the year ended 31st March, 2014 under review.

DIRECTORS

During the period the Board of the Company was reconstituted for the purpose of better growth and expansion and diversification of the business of the Company.

During the year under review Mr. Sanjay Kumar Drolia was re-appointed as the Chairman of the Board.

During the year, under review Mr. Srikrishna Dokania has been appointed as Additional Director with effect from 16.04.2013 and there was change in designation from Director to Additional Director of the Company with effect from 24.05.2013.

During the year under review Mr. Lokesh Agarwal was designated from Additional Director to Director of the Company with effect from 24.05.2013.

During the year under review Mr. Mohan Lai Sureka resigned as Director of the Company with effect from 26th November, 2013.

Mr. Lokesh Agarwal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The details concerning the appointment / re-appointment of Directors are attached to the notice convening the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state that:

(i) in the preparation of the financial accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there have been no material departure;

(ii) they had selected such accounting policies and applied them consistently and made judgements 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 Accounting Year;

(iii) they had 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 the Company and for preventing and detecting fraud and other irregularities; and

(iv) they had prepared the financial accounts for the year ended 31st March, 2014 on a going concern basis.

AUDITORS

The Board, on the recommendation of the Audit Committee, has proposed that M/s. GHOSHAL & CO., Chartered Accountants, Kolkata having Firm Registration No. 304154E, be re-appointed as the Statutory Auditors of the Company, to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

M/s. GHOSHAL & CO. Chartered Accountants, Kolkata, have under section 141 (3) (g) of the Companies Act, 1956, furnished certificate of their eligibility for the re-appointment.

AUDITORS'' REPORT

As regards the observations in the Audit Report''s the explanations given in the Notes to the Accounts are self- explanatory.

INTERNAL AUDITORS

The Board has appointed M/s. Jain Prasad & Co., Chartered Accountant as the Internal Auditor of the company for the financial year 2014-15 PUBLIC DEPOSITS

The Company has not accepted any deposit within the meaning of the section 58A of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENT

In the Accounting Standard 21 read with General Circular No. 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs (MCA) and in compliance of the Model Equity Listing Agreement with the stock exchange(s) the Audited Financial Statement duly audited by the Statutory Auditor of the Company , together with the Audit Report is annexed with these accounts and forms a part of the Annual Account. The Financial Statements of each of the Subsidiary(ies) has been duly approved by the respective Board of Directors of the Subsidiary(ies).

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

In accordance with the requirements of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are not applicable.

CORPORATE GOVERNANCE

Your Company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The company maintains transparency and also enhances corporate accountability.

Pursuant to Clause 52 of the Listing Agreement with the Stock Exchanges, the following form part of this Annual Report:

(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior

Management personnel;

(ii) Management Discussion and Analysis;

(iii) Report on the Corporate Governance;

(iv) Auditors'' Certificate regarding compliance of conditions of Corporate Governance.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration which disclosures under 217(2A) of the Companies Act, 1956 and the Rules made therein. Further, since there was no such remuneration received the Company has nothing to disclose under the requirements of provisions of section 219(1)(b)(iv) of the said Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Model SME Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Director''s Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and cooperation extended by the customers, vendors, bankers, financial institution, investors, and both the Central and State Government and their Agencies and look forward to their continued support. Your Directors also thank the employees at all levels, for their dedication, co-operation and continued support.

For and on behalf of the Board

Place: Howrah sd/- sd/- Dated : 5th September, 2014 Sanjay Kumar Drolia Srikrishna Dokania Managing Director Director

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