Directors Report of Magnus Steel and Infra Ltd.

Mar 31, 2025

Your Directors are pleased to present the Forty Seventh Annual Report of Magnus
Steel and Infra Limited (hereinafter referred to as "the Companyâ) along with the
Standalone Audited Financial Statements for the Financial Year ended March 31, 2025
(hereinafter referred to as "year under reviewâ or "yearâ or "FY 2024-25â).

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory
modification(s) or re-enactment(s) thereof, for time being in force) (hereinafter referred to as
"Actâ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulationsâ), this
Report covers the financial performance and other developments in respect of the Company
during the financial year ended March 31, 2025 and upto the date of the Board Meeting held
on May 30, 2025 to approve this Report.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 31,
2025 is summarised below:

Sr. No.	Particulars	2024-25	2023-24
1	Revenue from operations	318.81	66.54
2	Other Income	0.20	-
3	Total	319.01	66.54
4	(Loss) Before Exceptional items, Depreciation & Tax (PBDT)	7.16	(37.81)
5	Less: Depreciation	-	-
	Less: Exceptional Items	-	-
6	(Loss)for the year before taxation	7.16	(37.81)
7	Less: Provision for tax	-	-
	Tax paid for earlier year	1.49	-
8	Loss for the year after tax	5.67	(37.81)
9	Other Comprehensive Income	-	-
10.	Total Comprehensive Income for the year	5.67	(37.81)

2. REVIEW OF OPERATIONS

The Company had resumed trading in iron & steel products, including engineering
products.

During the Financial Year under review, the Companyâs Total Revenue stood at
Rs. 318.81 Lakhs as compared to Rs. 66.54 Lakhs for the previous Financial Year.
Resulting during the year ended March 31, 2025 is a Profit of Rs. 7.16 lakhs as against
a loss of Rs. 37.81 lakhs in the previous Financial Year. The Net Profit after Tax for the
year has been Rs. 5.67 Lakhs as against Net Loss of Rs. 37.81 Lakhs reported in the
previous Financial Year.

3. DIVIDEND AND RESERVES

Considering the losses incurred by the Company and with a view to conserve the funds
of the Company, your Directors have not recommended any dividend to the equity
shareholders for the Financial Year ended March 31, 2025.

Your Company has not transferred any amount to the reserves.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

Company has deviated its line of business activity to trading in iron & steel products,
including engineering products, in the India and international market. Although the
foreign trade has been confided to steel & engineering products, the company might
explore and expand these activities further as and when opportunities arise in the future
within the scope of its objects as per the Memorandum of Association.

5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the Financial Year under review, the Company did not have any Subsidiary,
Joint Venture or Associate Companies.

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

No material changes and commitments affecting the financial position of the Company
have occurred in the Company since the end of Financial Year ended March 31, 2025
till the date of this report.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company was Rs. 338.03 Lakhs (
Rs.3,38,03,000/-) divided into divided into 33.80 Lakhs (33,80,300) shares of Rs. 10/-
each as on March 31, 2025.

The Companyâs Equity Share Capital is listed on the BSE Limited ("BSEâ) and are
infrequently traded shares. The shares of the Company have not been suspended from
trading. The annual listing fee had been paid to the stock exchange before due date.

During the year under review, the Company has not issued any shares or other
convertible securities, bonus shares or made a rights issue of shares or shares with
differential voting rights or granted any stock options or any sweat equity shares.
Further, the Company did not buy back any of its shares.

8. DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section
73 and 74 of the Act and Rules framed thereunder (including any amendments thereof)
during the Financial Year ended March 31, 2025 and, as such, no amount on account of
principal or interest on deposit from public was outstanding as on the date of this report.

9. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Since the Since the Company has neither any workmen nor engaged in any activity
hence environment and safety measures are not required to be followed for the time
being.

10. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the Financial Year, on a standalone basis
has been prepared in compliance with the Act, applicable Accounting Standards and
SEBI Listing Regulations and are disclosed in accordance with Schedule III of the Act.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ)

a) Retirement by rotation

In terms of the provisions of Section 152(6) of the Act read with Articles of
Association of the Company, Mr. Karronn Naresh Bajaj (DIN: 09375579) of the
Company, retires by rotation at the ensuing AGM and being eligible offers himself
for re-appointment. The Board recommends his re-appointment for the approval of
Members. A resolution seeking Membersâ approval for his re-appointment forms
part of the Notice of the AGM. In accordance with Regulation 36 of the SEBI Listing
Regulations and Secretarial Standard-2 on General Meetings, brief particulars and
expertise of Director to be re-appointed is given in the annexure to the Notice of
the AGM.

b) Resignation / Appointment in Directorate

Mr. Laxman A. Savalkar (DIN: 07883766), Managing Director of the Company
tendered his resignation with effect from March 01, 2025. Mr. Laxman A. Savalkar
was associated with the Company as director from February 11, 2023. The Board
had expressed its sincere appreciation for the valuable contribution made by him
during his tenure as Director of the Company.

Mr. Girish K. Sarda (DIN: 07987670), Executive, Non- Independent Director of the
Company tendered his resignation with effect from March 01, 2025. Mr. Girish K.
Sarda was associated with the Company as director from February 11, 2023. The
Board had expressed its sincere appreciation for the valuable contribution made by
him during his tenure as Director of the Company.

Mrs. Nivedita Sen (DIN: 07796043), Independent Director of the Company tendered
her resignation with effect from March 01, 2025. Mrs. Nivedita Sen was associated
with the Company as director from May 22, 2023. The Board had expressed its
sincere appreciation for the valuable contribution made by him during his tenure as
Director of the Company.

Mr. Tathagata Sarkar (DIN: 08601775), Independent Director of the Company
tendered his resignation with effect from March 01, 2025. Mr. Tathagata Sarkar was
associated with the Company as director from May 22, 2023. The Board had
expressed its sincere appreciation for the valuable contribution made by him during
his tenure as Director of the Company.

Mr. Karronn Naresh Bajaj (DIN: 09375579) was appointed as an Managing Director
of the Company w.e.f. March 01, 2025.

Mr. Aditya Naresh Bajaj (DIN: 09601315) was appointed as an Whole Time Director
of the Company w.e.f. March 01, 2025.

Mr. Naresh Rupchand Bajaj (DIN: 09536773) was appointed as an Non- Executive
and Non-Independent Director of the Company w.e.f. March 01, 2025.

Mrs. Aarti Horilal Singh (DIN: 10288981) was appointed as an Independent Director
of the Company w.e.f. March 01, 2025.

Mr. Kunal Suresh Sorathia (DIN: 07532414) was appointed as an Independent
Director, of the Company w.e.f. March 01,2025.

c) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the applicable rules
made thereunder, the following employees are appointed as the Whole-Time Key
Managerial Personnel of the Company:

1. Mr. Laxman A. Savalkar* - Managing Director

2. Mr. Girish K. Sarda** - Chief Financial Officer

3. Mr. Karronn Naresh Bajaj - Managing Director & CEO

4. Mr. Aditya Naresh Bajaj*** - Whole Time Director

5. Ms. Sarita Kumari**** - Company Secretary & Compliance Officer

* Resigned w.e.f. March 01, 2025
** Resigned w.e.f. March 01,2025
***Appointed w.e.f. March 01,2025
****Appointed w.e.f. March 01, 2025

The Company has devised the following Policies viz:

a) Policy for selection of Directors and determining Directorsâ independence;
and

b) Remuneration Policy for Directors, Key Managerial Personnel and other
employees.

The Policy for selection of Directors and determining Directorsâ independence sets
out the guiding principles for the Nomination and Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the
independence of Directors, in case of their appointment as Independent Directors
of the Company. The Policy also provides for the factors in evaluating the suitability
of individual Board members with diverse background and experience that are
relevant for the Companyâs operations.

The Remuneration Policy for Directors, Key Managerial Personnel and other
Employees sets out the guiding principles for the Nomination and Remuneration
Committee for recommending to the Board, the remuneration of the Directors, Key
Managerial Personnel and other Employees of the Company.

The aforesaid Policies are available on the Companyâs website at
https://www.magnusretail.in/

12. DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors as prescribed under Schedule IV of the Act. Further, they have
confirmed that there has been no change in the circumstances or situation, which exist
or may be reasonably anticipated, that could impair or impact the ability of Independent

Directors to discharge their duties with an objective independent judgment and without
any external influence.

13. BOARD MEETINGS AND AGM

The Board meets at regular intervals as and when required to discuss the business
polices and strategies apart from other routine business matters.

During the financial year 2024-25, the Board met 6 (Six) times i.e. on May 29, 2024,
August 13, 2024, November 11, 2024, February 13, 2025, March 01, 2025 and March
28, 2025.

Apart from as aforesaid, the gap between two meetings did not exceed one hundred
and twenty days and the necessary quorum was present for all the meetings held
during the year.

The attendance of the Directors at the Board Meetings and the AGM held during the
Financial Year ended March 31, 2025 is as under:

Name of the Directors	Category	Number of Board Meetings		Last AGM attended
Name of the Directors	Category	Entitled to attend	Attended	Last AGM attended
Mr. Laxman A. Savalkar*	Chairman & Managing Director	5	5	Yes
Mr. Girish K. Sarda**	Executive Director	5	5	Yes
Mrs. Priya Gupta	Independent, Non-Executive Director	5	5	Yes
Mrs. Nivedita Sen***	Independent, Non-Executive Director	5	4	Yes
Mr. Tathagata Sarkar****	Independent, Non-Executive Director	5	4	Yes
Mr. Karronn Naresh Bajaj*****	Chairman & Managing Director	1	1	No
Mr. Aditya Naresh Bajaj******	Whole-time Director	1	1	No
Mr. Naresh Rupchand Bajaj*******	Non - Executive & Non-Independent Director	1	1	No
Mr. Kunal Suresh Sorathia********	Independent, Non-Executive Director	1	1	No.
Mrs. Aarti Horilal g j pg \|^*********	Independent, Non-Executive Director	1	1	No

* Resigned w.e.f. March 01, 2025
** Resigned w.e.f. March 01, 2025
***Resigned w.e.f. March 01, 2025
**** Resigned w.e.f. March 01,2025
*****Appointed w.e.f. March 01,2025
******Appointed w.e.f. March 01,2025
*******Appointed w.e.f. March 01, 2025
********Appointed w.e.f. March 01, 2025
*********Appointed w.e.f. March 01, 2025

During the year under review, the Independent Directors met without the presence of
non-independent Directors on February 13, 2025 in order to evaluate:

i. The performance of Non-Independent Directors and Board, as a whole.

ii. The performance of Chairman of the Company taking into account the views of all
the Directors on Boar

iii. The quality, quantity and timeliness of flow of information between the management
and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

All the Independent Directors attended the meeting.

14. COMMITTEES OF THE BOARD

Pursuant to Regulation 15(2) of the SEBI Listing Regulations, provisions of Corporate
Governance including Composition of Board are not applicable to the Company.

The composition of the Board of Directors is in conformity with the requirements of the
Act read with the Rules framed thereunder.

a) AUDIT COMMITTEE

Constitution of the Audit Committee

A qualified and independent Audit Committee has been set up by the Board in
compliance with the requirements of Section 177 of the Act read with rules framed
thereunder.

The composition, quorum, powers, role and scope are in accordance with Section 177
of the Act. All the members of the Audit Committee are financially literate and have
experience in financial management.

The Board has accepted all the recommendations of the Audit Committee during the
Financial Year ended March 31, 2025.

Meeting and Attendance

The Committee met 4 (Four) times during the Financial Year ended March 31, 2025, i.e.
on May 29, 2024, August 13, 2024, November 11, 2024 and February 13, 2025. The
necessary quorum was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by

members of the committee are given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Mrs. Priya Gupta Chairman	Independent & Non-Executive Director	4	4
Mrs. Nivedita Sen ¹ Member	Independent & Non-Executive Director	4	3
Mr. Tathagata Sarkar ** Member	Independent & Non-Executive Director	4	3
Mr. Kunal Suresh Sorathia*** Member	Independent & Non-Executive Director	0	0
Mrs. Aarti Horilal Singh**** Member	Independent & Non-Executive Director	0	0

*Resigned w.e.f. March 01, 2025
** Resigned w.e.f. March 01, 2025
***Appointed w.e.f. March 28, 2025
****Appointed w.e.f. March 28, 2025

The previous AGM of the Company was held on September 26, 2024 and Mrs. Priya
Gupta, Chairman of the Committee, was present at the last AGM to answer the
shareholdersâ queries.

b) NOMINATION AND REMUNERATION COMMITTEE

Constitution of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in
compliance with Section 178 of the Act read with rules framed thereunder.

The composition, quorum, powers, role and scope are in accordance with Section 178
of the Act.

The Committee met 1 (one) time during the Financial Year ended March 31, 2025. i.e
on March 01, 2025. The necessary quorum was present for the meeting held during
the year.

The composition of the Nomination and Remuneration Committee and the details of
meetings attended by members of the Committee are given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Mr. Tathagata Sarkar¹ Chairman	Independent, Non-Executive Director	1	1
Mrs. Nivedita Sen ** Member	Independent, Non-Executive Director	1	1

Mr. Kunal Suresh Sorathia*** Chairman	Independent, Non-Executive Director	0	0
Mrs. Aarti Horilal Singh**** Member	Independent, Non-Executive Director	0	0
Mrs. Priya Gupta Member	Independent, Non-Executive Director	1	1

*Resigned w.e.f. March 01, 2025
** Resigned w.e.f. March 01, 2025
***Appointed w.e.f. March 28, 2025
****Appointed w.e.f. March 28, 2025

The previous AGM of the Company was held on September 26, 2024 and Mr.
Tathagata Sarkar, Chairman of the Committee, was present at the last AGM to answer
the shareholdersâ queries.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

Constitution of the Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee comprising of
three members. The composition of the Stakeholders Relationship Committee is in
compliance with the provisions of Section 178 of the Act read with rules framed
thereunder.

The Committee met 4 (Four) times during the Financial Year ended March 31,2025, i.e.
on May 29, 2024, August 13, 2024, November 11, 2024 and February 13, 2025. The
necessary quorum was present for all the meetings held during the year.

The composition of the Committee and the attendance of the members of the
Stakeholders Relationship Committee during the Financial Year ended March 31,2025
are as given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Mrs. Nivedita Sen *Chairman	Independent, Non-Executive Director	4	3
Mr. Tathagata Sarkar ¹ ² Member	Independent, Non-Executive Director	4	3
Mrs. Aarti Horilal Singh*** Chairman	Independent, Non-Executive Director	0	0
Mrs. Priya Gupta Member	Independent, Non-Executive Director	4	4
Mr. Kunal Suresh Sorathia****	Independent, Non-Executive Director	0	0

***Appointed w.e.f. March 28, 2025
****Appointed w.e.f. March 28, 2025

The Company obtains yearly certificate from a Company Secretary in Practice confirming
the issue of certificates for transfer, sub-division, consolidation etc. and submits a copy
thereof to the Stock Exchange where the shares of the Company are Listed in terms of
Regulation 40(9) of the SEBI Listing Regulations. Further, the Compliance Certificate
under Regulation 7(3) of the SEBI Listing Regulations, confirming that all activities in
relation to share transfer facility are maintained by Registrar and Share Transfer Agents
is also submitted to the Stock Exchange where the shares of the Company are Listed
on a yearly basis.

The previous AGM of the Company was held on September 26, 2024 and Mrs.
Nivedita Sen, Chairman of the Committee, was present at the last AGM to answer the
shareholders queries.

15. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to
Corporate Governance is not applicable to the Company as the paid up equity share
capital of the Company does not exceed Rs.10 crores and net worth does not exceed
Rs. 25 crores as on the last day of the previous Financial Year.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under regulation 34 of
the SEBI (LODR) Regulations, 2015 is annexed "Annexure- Aâ to this report.

17. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

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

The Board evaluated its performance after seeking inputs from all the directors on the
basis of criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning etc. Additionally, the Chairman of the Board
was also evaluated on key aspects of his role, taking into account the views of nonÂ¬
executive directors in the aforesaid meeting.

The performance of the Committees was evaluated by the Board after seeking inputs
from the committee members on the basis of criteria such as the composition of
committees, effectiveness of committee meetings etc. The above criteria are as provided
by the Guidance Note on Board Evaluation issued by SEBI.

In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company was evaluated,
taking into account the views of executive directors and non-executive directors.
Performance evaluation of Independent Directors was done by the entire board,
excluding the Independent Director being evaluated.

18. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every Independent Director, Non-Executive Director / Senior Managerial Personnel is
familiarized about the Companyâs strategy, operations, organisation structure, human
resources, quality, finance and risk management.

Further, at the time of appointment of an Independent Director, the Company issues a
formal letter of appointment outlining his/her role, functions, duties and responsibilities
as a Director. The terms and conditions of letter of appointment is available on the
Companyâs website at https://www.magnusretail.in/

19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR

The company has adopted a policy on Directorâs appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of
Director and also remuneration for key managerial personnel and other employees.
The policy is available on the website of the Company at https://www.magnusretail.in/

20. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has availed loan from Mr. Girish K. Sarda* and Mr. Laxman A.
Savalkar**, Directors of the Company, during the year under review:

(Amount in Lakh)

Sr.

No.

Name

Opening
Balance
beginnin
g of the

Amount

Borrowed

Amount

Repaid

Closing
Balance at
the end of
the year

Mr. Girish K. Sarda*

10.35

5.20

Nil

15.55

Mr. Laxman A. Savalkar**

9.15

4.70

Nil

13.85

* Resigned w.e.f. March 01, 2025
** Resigned w.e.f. March 01, 2025

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loan, guarantee given or investment made or security provided pursuant
to Section 186 of the Act during the Financial Year under review.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED
PARTIES

All the related party transactions entered into by the Company during the Financial Year
were on an armâs length basis and were carried out in the ordinary course of business.
There are no materially significant related party transactions made by the Company
during the year under consideration with the Promoters, Directors or Key Managerial
Personnel which may have a potential conflict with the interest of the Company at
large. All the related party transactions as required under Ind-AS 24 âRelated Party
Disclosuresâ are reported in other explanatory information, forming part of the financial
statements.

Details of related party transactions are regularly placed before the Audit Committee

and also before the Board for its approval. Wherever required prior approval of the Audit
Committee is obtained.

The Company has not entered into any related party transaction during the Financial
Year pursuant to the provisions of Section 188 of the Act read with Companies (Meetings
of Board and its Powers) Rules, 2014, as amended from time to time. Hence, disclosure
in Form AOC-2 has not been given.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:

a) The Board affirms that the remuneration paid is as per the Remuneration Policy of
the Company.

b) The percentage increase in the median remuneration of employees in the Financial
Year is - Nil.

c) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last Financial Year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in managerial
remuneration: Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last Financial Year is Nil
and the percentile increase in the managerial remuneration is Nil.

d) Number of permanent employees on the rolls of the Company as on March 31,
2025 is Nil.

e) The ratio of the remuneration paid to each Director to the median remuneration of
the employees of the Company during the Financial Year ended March 31, 2025:

Name of Director	Remuneration or sitting fees	Median Remuneration of the employees	Ratio
Mr. Laxman A. Savalkar	-	-	-
Mr. Girish K. Sarda	-	-	-
Mrs. Priya Gupta	-	-	-
Mrs. Nivedita Sen	-	-	-
Mr. Tathagata Sarkar	-	-	-
Mr. Karronn Naresh	-	-	-
Mr. A ditya Naresh Bajaj	-	-	-
Mr. Naresh Rupchand Bajaj	-	-	-
Mrs. Aarti Horilal Singh	-	-	-
Mir. Kunal Suresh Sorathia	-	-	-

f) The percentage increase in remuneration of Director: Nil

g) The percentage increase in remuneration of Chief Financial Officer and Chief
Executive Officer - Nil

h) The percentage increase in remuneration of Company Secretary: Nil

i) There has been no remuneration or sitting fees paid to the Directors during the
year under review.

The Company does not have any employee who is drawing a remuneration of Rs.102
Lakhs per annum or Rs.8.50 Lakhs per month as stipulated in the Act and the rules made
thereunder. Hence, disclosures required under Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been
provided, during the year under review.

The Company does not have any scheme or provision of money for the purchase of or
subscription to its own shares by the employees/ directors or by trustees for the benefit
of the employees/ directors.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and (10) of the Act read with the rules framed thereunder, the
Company has formulated a Whistle Blower Policy for Directors and Employees to report
to the management about the unethical behavior, fraud or violation of Companyâs Code
of Conduct. The mechanism provides for adequate safeguards against victimisation
of Employees and Directors who use such mechanism and makes provision for direct
access to the Chairman of the Audit Committee and no personnel of the Company have
been denied access to the Audit Committee. The policy is available on the website of
the Company at https://www.magnusretail.in/

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT

The Company has, during the year, rolled out a policy for prevention of Sexual
Harassment of women in the organization, although it has no woman employed in the
origination during the period under review.

26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND
COMPANYâS OPERATION IN FUTURE

There are no significant material orders passed by the Regulators/ Courts/ Tribunal
which would impact the going concern status of the Company and its future operations.
Hence, disclosure pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014 is
not applicable.

27. RISK MANAGEMENT POLICY

The Company in order to comply with the provisions of the Act and to provide an
effective mechanism for implementing risk management system had adopted the policy
on risk management for evaluating and monitoring various risks that could threaten the
existence of the Company. The Company had not faced any major risks and no major
deviations from the actuals as attained by the Company. The Audit Committee has
reviewed the policy periodically. The Board takes overall responsibility for the overall
process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company for
formulating an effective mechanism and strategy.The risk management policy is
available on the website of the Company at https://www.magnusretail.in/

28. SECRETARIAL AUDITORS
Appointment

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Mr. Ritesh Sharma, Proprietor
of M/s. Ritesh Sharma & Associates, Practicing Company Secretary, (COP. No. 20742;
A.C.S. 55260) have been appointed as the Secretarial Auditors to conduct the
Secretarial Audit of the Company for the Financial Year ended March 31, 2025.

Secretarial Audit Report

The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March
31, 2025, is annexed herewith as âAnnexure- Bâ and forms part of this report.

The Secretarial Audit Report does not contain any adverse remark, reservation,
qualification or disclaimer remark.

29. STATUTORY AUDITORS

In compliance with the RBI Guidelines on appointment of statutory auditor(s) by NBFC
vide Circular RBI/2021-22/25 Ref. No. DoS.CD.ARG/SEC.01/08.91.001/2021-22 dated
April 27, 2021 ("RBI Guidelinesâ) and pursuant to Section 139(8)(i) of the Act M/s.
Verma S & Associates, Chartered Accountants, Chennai having Firm Registration
Number 328962E were appointed as the Statutory Auditors of the Company for a term
of 5 (five) consecutive years at the 45th AGM held on September 26, 2023. Further,
they have confirmed that they are not disqualified from continuing as the Statutory
Auditors of the Company.

The Auditorsâ Report for the financial year ended March 31, 2025, on the financial
statements of the Company is a part of this Annual Report. The Auditorsâ Report does
not contain any adverse remark, qualification, reservation, or disclaimer remark.

30. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of the
Company is available on the website and can be accessed at
https://www.magnusretail.in/

31. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, i.e., SS-1 and SS-2, relating to "Meetings of
the Board of Directorsâ and "General Meetingsâ, respectively.

32. COST AUDIT

The Company is not required to maintain cost record as prescribed by the Central
Government under the provisions of Section 148 of the Act in view of the closure of the
plant in 1995 and cessation of manufacturing activities. No manufacturing activities or
related services have been undertaken by the Company since then.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate
with the size of its operations and nature of its business activities. The Company has
a standard operating procedure for various activities and operations and follows this
standard operating procedure for its internal control procedures. The Internal Auditor
monitors and evaluates the efficacy and adequacy of internal financial control system
in the Company, its compliance with operating systems, accounting procedures,
application of the instructions and policies fixed by the senior management at all
locations of the Company. The Audit Committee reviews the report on Internal Control
submitted by the Internal Auditors on a quarterly basis.

Based on the assessment carried out by the Audit Committee, the internal financial
controls were adequate and effective and no reportable material weakness or significant
deficiencies in the design or operation of internal financial controls were observed
during the Financial Year ended March 31, 2025.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
PERIOD UNDER REVIEW ALONGWITH THEIR STATUS AS AT THE END OF THE
PERIOD

No applications were made or any proceedings are pending by or against the Company
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under
review or as at the end of the period.

35. DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES
UNDER SECTION 67(3)(c) OF ACT

Disclosure under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014, with respect to voting rights not exercised directly
by the employees of the Company is not required to be given.

36. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations
received from the Operating Management and after due enquiry, hereby confirm that:

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

b) They had in consultation with Statutory Auditors, selected accounting policies and
applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31, 2025 and Loss of the Company for the year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding
the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) They have prepared the annual accounts for the Financial Year ended March 31,
2025 on a "going concernâ basis;

e) They have laid down internal financial controls, which are adequate and operating
effectively;

g) They have devised proper system to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended from time to time, are not applicable to your Company
as the Company does not fall under any of the criteria specified therein.

38. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading
by designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015. This Code of Conduct also includes code for practices and procedures for fair
disclosure of unpublished price sensitive information which has been made available on
the Companyâs website and can be accessed at https://www.magnusretail.in/

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND
OUTGO

No information with regard to conservation of energy and technology absorption
is required to be furnished as the Company did not manufacturing activity. Further,
there were no foreign exchange earnings and outgo during the year under review.

40. CAUTIONARY STATEMENT

Statements in these reports describing companyâs projections statements,
expectations and hopes are forward looking. Though, these expectations are based
on reasonable assumptions, the actual results might differ.

41. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the assistance and guidance
extended by Stock Exchanges, Depositories, other statutory bodies and Companyâs
Bankers for the assistance, cooperation and encouragement to the Company.

For and on behalf of the Board of Directors
Magnus Steel and Infra Limited

Sd/- Sd/-

Karronn Naresh Bajaj Aditya Naresh Bajaj

Place: Nashik Managing Director Whole Time Director

Date : August 14, 2025 DIN : 09375579 DIN : 09601315

Resigned w.e.f. March 01, 2025

Mar 31, 2024

Your Directors are pleased to present the Forty Sixth Annual Report of Magnus Retail
Limited (hereinafter referred to as âthe Companyâ) along with the Standalone Audited
Financial Statements for the Financial Year ended March 31, 2024 (hereinafter referred to
as âyear under reviewâ or âyearâ or âFY 2023-24â).

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory
modification(s) or re-enactment(s) thereof, for time being in force) (hereinafter referred to as
âActâ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulationsâ), this
Report covers the financial performance and other developments in respect of the Company
during the financial year ended March 31,2024 and upto the date of the Board Meeting held
on May 29, 2024 to approve this Report.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 31,
2024 is summarised below:

Sr. No.	Particulars	2023-24	2022-23
1	Revenue from operations	66.54	-
2	Other Income	-	-
3	Total	66.54	-
4	(Loss) Before Exceptional items, Depreciation & Tax (PBDT)	(37.81)	(29.06)
5	Less: Depreciation		-
	Less: Exceptional Items		-
6	(Loss)for the year before taxation	(37.81)	(29.06)
7	Less: Provision for tax		-
	Tax paid for earlier year		-
8	Loss for the year after tax	(37.81)	(29.06)
9	Other Comprehensive Income		-
10	Total Comprehensive Income for the year	(37.81)	(29.06)

2. REVIEW OF OPERATIONS

The Company has resumed trading in Fruits and Vegetables.

During the Financial Year under review, the Companyâs Total Revenue stood at Rs.
66.54 Lakhs as compared to Nil for the previous Financial Year. The Loss before tax
stood at Rs. 37.81 Lakhs during the Financial Year under review as against Loss before
tax Rs 29.06 Lakhs for the previous Financial Year. The Net Loss after Tax for the year
was Rs. 37.81 Lakhs as against the Loss after tax Rs. 29.06 Lakhs reported in the
previous Financial Year.

The board is confident of pursuing these operations more effectively during the current
year and the years to follow.

3. DIVIDEND AND RESERVES

Your Company has not transferred any amount to the reserves.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

Company has deviated its line of business activity to Fruits and Vegetables Industry, the
company might explore and expand these activities further as and when opportunities
arise in the future within the scope of its objects as per the latest Memorandum of
Association of the Company.

5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the Financial Year under review, the Company did not have any Subsidiary,
Joint Venture or Associate Companies.

No material changes and commitments affecting the financial position of the Company
have occurred in the Company since the end of Financial Year ended March 31, 2024
till the date of this report.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company was Rs. 338.03 Lakhs (
Rs.3,38,03,000/-) divided into divided into 33.80 Lakhs (33,80,300) shares of Rs. 10/-
each as on March 31,2023.

The Companyâs Equity Share Capital is listed on the BSE Limited (âBSEâ) and are
infrequently traded shares. The shares of the Company have not been suspended from
trading. The annual listing fee had been paid to the stock exchange before due date.

8. DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section
73 and 74 of the Act and Rules framed thereunder (including any amendments thereof)
during the Financial Year ended March 31,2024 and, as such, no amount on account of
principal or interest on deposit from public was outstanding as on the date of this report.

9. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Since the Since the Company has neither any workmen nor engaged in any activity
hence environment and safety measures are not required to be followed for the time
being.

10. PRESENTATION OF FINANCIAL STATEMENTS

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ)

a) Retirement by rotation

In terms of the provisions of Section 152(6) of the Act read with Articles of
Association of the Company, Mr. Girish K. Sarda, Director (DIN : 07987669) of the
Company, retires by rotation at the ensuing AGM and being eligible offers himself
for re-appointment. The Board recommends his re-appointment for the approval of
Members. A resolution seeking Membersâ approval for his re-appointment forms
part of the Notice of the AGM. In accordance with Regulation 36 of the SEBI Listing
Regulations and Secretarial Standard-2 on General Meetings, brief particulars and
expertise of Director to be re-appointed is given in the annexure to the Notice of
the AGM.

b) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the applicable rules
made thereunder, the following employees are appointed as the Whole-Time Key
Managerial Personnel of the Company:

1. Mr. Laxman A. Savalkar - Managing Director

2. Mr. Girish K. Sarda - Chief Financial Officer

3. Ms. Sarita Kumari - Company Secretary and Compliance Officer

The Company has devised the following Policies viz:

a) Policy for selection of Directors and determining Directorsâ independence;
and

b) Remuneration Policy for Directors, Key Managerial Personnel and other
employees.

The aforesaid Policies are available on the Companyâs website at
https://www.magnusretail.in/

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors confirming
that they meet the criteria of independence as laid down under Section 149(6) of the
Act and Regulation 25(8) of SEBI Listing Regulations, and abide by the Code for
Independent Directors as prescribed under Schedule IV of the Act. Further, they have
confirmed that there has been no change in the circumstances or situation, which exist
or may be reasonably anticipated, that could impair or impact the ability of Independent
Directors to discharge their duties with an objective independent judgment and without
any external influence.

13. BOARD MEETINGS AND AGM

The Board meets at regular intervals as and when required to discuss the business
polices and strategies apart from other routine business matters.

During the financial year 2023-24, the Board met 7 (Seven) times i.e. on May 22, 2023,

May 29, 2023, June 12, 2023, August 12, 2023, August 25, 2023, November 10, 2023
and February 13, 2024.

Apart from as aforesaid, the gap between two meetings did not exceed one hundred
and twenty days and the necessary quorum was present for all the meetings held
during the year.

The attendance of the Directors at the Board Meetings and the AGM held during the
Financial Year ended March 31,2024 is as under:

Name of the Directors	Category	Number of Board Meetings		Last AGM
		Entitled to attend	Attended	attended
Mr. Laxman A. Savalkar	Chairman & Managing Director	7	7	Yes
Mr. Girish K. Sarda	Executive Director	7	7	Yes
Mrs. Priya Gupta	Independent, Non-Executive Director	7	7	Yes
Mrs. Nivedita Sen	Independent, Non-Executive Director	6	5	Yes
Mr. Tathagata Sarkar	Independent, Non-Executive Director	6	5	Yes

During the year under review, the Independent Directors met without the presence of
non-independent Directors on February 13, 2024 in order to evaluate:

i. The performance of Non-Independent Directors and Board, as a whole.

ii. The performance of Chairman of the Company taking into account the views of all
the Directors on Board.

iii. The quality, quantity and timeliness of flow of information between the management
and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

All the Independent Directors attended the meeting.

14. COMMITTEES OF THE BOARD

Pursuant to Regulation 15(2) of the SEBI Listing Regulations, provisions of Corporate
Governance including Composition of Board are not applicable to the Company.

The composition of the Board of Directors is in conformity with the requirements of the
Act read with the Rules framed thereunder.

a) AUDIT COMMITTEE

Constitution of the Audit Committee

A qualified and independent Audit Committee has been set up by the Board in
compliance with the requirements of Section 177 of the Act read with rules framed
thereunder.

The Board has accepted all the recommendations of the Audit Committee during the
Financial Year ended March 31,2024.

Meeting and Attendance

The Committee met 4 (Four) times during the Financial Year ended March 31,2024, i.e.
on May 29, 2023, August 12, 2023, November 10, 2023 and February 13, 2024. The
necessary quorum was present for all the meetings held during the year.

The composition of the Audit Committee and the details of meetings attended by
members of the committee are given below:

Name of the Members	Category	Number of committee meetings
Name of the Members	Category	Entitled to attend	Attended
Mrs. Priya Gupta Chairman	Independent & Non-Executive Director	4	4
Mrs. Nivedita Sen Member	Independent & Non-Executive Director	4	3
Mr. Tathagata Sarkar Member	Independent & Non-Executive Director	4	4

The previous AGM of the Company was held on September 26, 2023 and Mrs. Priya
Gupta, Chairman of the Committee, was present at the last AGM to answer the
shareholdersâ queries.

b) NOMINATION AND REMUNERATION COMMITTEE

Constitution of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in
compliance with Section 178 of the Act read with rules framed thereunder.

The composition, quorum, powers, role and scope are in accordance with Section 178
of the Act.

The Committee met 1 (one) time during the Financial Year ended March 31,2024. i.e
on August 12, 2023. The necessary quorum was present for the meeting held during
the year.

The composition of the Nomination and Remuneration Committee and the details of
meetings attended by members of the Committee are given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Mr. Tathagata Sarkar Chairman	Independent, Non-Executive Director	1	1
Mrs. Nivedita Sen Member	Independent, Non-Executive Director	1	1
Mrs. Priya Gupta Member	Independent, Non-Executive Director	1	1

The previous AGM of the Company was held on September 26, 2023 and Mr.
Tathagata Sarkar, Chairman of the Committee, was present at the last AGM to answer
the shareholdersâ queries.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

Constitution of the Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee comprising
of three members. The composition of the Stakeholders Relationship Committee is
in compliance with the provisions of Section 178 of the Act read with rules framed
thereunder.

The Committee met 4 (Four) times during the Financial Year ended March 31,2024 i.e.,
on May 29, 2023, August 12, 2023, November 10, 2023 and February 13, 2024. The
necessary quorum was present for all the meetings held during the year.

The composition of the Committee and the attendance of the members of the
Stakeholders Relationship Committee during the Financial Year ended March 31,2023
are as given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Mrs. Nivedita Sen Chairman	Independent, Non-Executive Director	4	3
Mr. Tathagata Sarkar Member	Independent, Non-Executive Director	4	4
Mrs. Priya Gupta Member	Independent, Non-Executive Director	4	4

The previous AGM of the Company was held on September 26, 2023 and Mrs.
Nivedita Sen, Chairman of the Committee, was present at the last AGM to answer the
shareholders queries.

15. CORPORATE GOVERNANCE

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under regulation 34 of
the SEBI (LODR) Regulations, 2015 is annexed âAnnexure- Aâ to this report.

17. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

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

The performance of the Committees was evaluated by the Board after seeking
inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings etc. The above criteria are as
provided by the Guidance Note on Board Evaluation issued by SEBI.

18. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR

20. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

The Company has availed loan from Mr. Girish K. Sarda and Mr. Laxman A. Savalkar,
Directors of the Company, during the year under review:

(Amount in Lakh)

Sr.

No.

Name

Opening
Balance
beginning
of the year

Amount

Borrowed

Amount

Repaid

Closing
Balance at
the end of
the year

Mr. Girish K. Sarda

0.50

9.85

Nil

10.35

Mr. Laxman A. Savalkar

0.50

8.65

Nil

9.15

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loan, guarantee given or investment made or security provided pursuant
to Section 186 of the Act during the Financial Year under review.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED
PARTIES

Details of related party transactions are regularly placed before the Audit Committee
and also before the Board for its approval. Wherever required prior approval of the Audit
Committee is obtained.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:

a) The Board affirms that the remuneration paid is as per the Remuneration Policy of
the Company.

b) The percentage increase in the median remuneration of employees in the Financial
Year is - Nil.

d) Number of permanent employees on the rolls of the Company as on March 31,
2024 is Nil.

e) The ratio of the remuneration paid to each Director to the median remuneration of
the employees of the Company during the Financial Year ended March 31,2024:

Name of Director	Remuneration	Median Remuneration of the employees	Ratio
Mr. Laxman A. Savalkar	-	-	-
Mr. Girish K. Sarda	-	-	-
Mrs. Priya Gupta	-	-	-
Mrs. Nivedita Sen	-	-	-
Mr. Tathagata Sarkar	-	-	-

f) The percentage increase in remuneration of Director: Nil

g) The percentage increase in remuneration of Chief Financial Officer and Chief
Executive Officer - Nil

h) The percentage increase in remuneration of Company Secretary: Nil

i) There has been no remuneration or sitting fees paid to the Directors during the
year under review.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT

26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/ TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND
COMPANYâS OPERATION IN FUTURE

27. RISK MANAGEMENT POLICY

28. SECRETARIAL AUDITORS
Appointment

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Mr. Ritesh Sharma, Proprietor
of M/s. Ritesh Sharma & Associates, Practicing Company Secretary, (COP. No.
20742; A.C.S. 55260) have been appointed as the Secretarial Auditors to conduct the
Secretarial Audit of the Company for the Financial Year ended March 31,2024.

Secretarial Audit Report

The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March
31, 2024, is annexed herewith as âAnnexure- Bâ and forms part of this report.

The Secretarial Audit Report does not contain any adverse remark, reservation,
qualification or disclaimer remark.

29. STATUTORY AUDITORS

In compliance with the RBI Guidelines on appointment of statutory auditor(s) by NBFC
vide Circular RBI/2021-22/25 Ref. No. DoS.CD.ARG/SEC.01/08.91.001/2021-22 dated
April 27, 2021 (âRBI Guidelinesâ) and pursuant to Section 139(8)(i) of the Act M/s.
Verma S & Associates, Chartered Accountants, Chennai having Firm Registration
Number 328962E were appointed as the Statutory Auditors of the Company for a term
of 5 (five) consecutive years at the 45th AGM held on September 26, 2023. Further,
they have confirmed that they are not disqualified from continuing as the Statutory
Auditors of the Company.

The Auditorsâ Report for the financial year ended March 31, 2024, on the financial
statements of the Company is a part of this Annual Report. The Auditorsâ Report does
not contain any adverse remark, qualification, reservation, or disclaimer remark.

30. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of the
Company is available on the website and can be accessed at https://www.magnusretail.in/

31. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, i.e., SS-1 and SS-2, relating to âMeetings of
the Board of Directorsâ and âGeneral Meetingsâ, respectively.

32. COST AUDIT

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

standard operating procedure for its internal control procedures. The Internal Auditor
monitors and evaluates the efficacy and adequacy of internal financial control system
in the Company, its compliance with operating systems, accounting procedures,
application of the instructions and policies fixed by the senior management at all
locations of the Company. The Audit Committee reviews the report on Internal Control
submitted by the Internal Auditors on a quarterly basis.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
PERIOD UNDER REVIEW ALONGWITH THEIR STATUS AS AT THE END OF THE
PERIOD

35. DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES
UNDER SECTION 67(3)(c) OF ACT

36. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, based on the representations
received from the Operating Management and after due enquiry, hereby confirm that:

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

b) They had in consultation with Statutory Auditors, selected accounting policies and
applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31,2024 and Loss of the Company for the year ended on that date;

d) They have prepared the annual accounts for the Financial Year ended March 31,
2024 on a âgoing concernâ basis;

e) They have laid down internal financial controls, which are adequate and operating
effectively;

f) They have devised proper system to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

38. CODE FOR PREVENTION OF INSIDER TRADING

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

No information with regard to conservation of energy and technology absorption is
required to be furnished as the Company did not manufacturing activity. Further, there
were no foreign exchange earnings and outgo during the year under review.

40. CAUTIONARY STATEMENT

Statements in these reports describing companyâs projections statements, expectations
and hopes are forward looking. Though, these expectations are based on reasonable
assumptions, the actual results might differ.

41. ACKNOWLEDGEMENT

For and on behalf of the Board of Directors
Savant Infocomm Limited

Sd/- Sd/-

Laxman A. Savalkar Girish Sarda

Place: Nashik Director Director

Date: May 29, 2024 DIN : 07987670 DIN : 07987669

Mar 31, 2014

Dear Members

The Directors present their Thirty Sixth Annual Report along with the Audited Accounts for the year ended 31 March 2014.

FINANCIAL RESULTS

The financial results of the Company for FY 2013-2014 are summarized below:

Item Current Year Previous Year (Rs.Lakhs) (Rs. Lakhs)

Income 0.28 0.01 Expenditure 13.38 11.61 Profit/(Loss) before Depreciation & Taxation (13.10) (11.50) Add Depreciation 0.10 0.10 Provision for Taxation 0.00 0.00 Profit/(Loss) after Depreciation and Tax (13.20) (11.60) Opening Balance of P & L Account (393.51) (381.90) Balance Carried to Balance Sheet (406.71) (393.51)

OPERATIONS REVIEW

The operations of the company had been closed with effect from 21 October 2002. Thereafter, till the year 2004-2005, there were no activities.

M/s Savant India Institute of Technology Pvt. Ltd. (SIIT), Chennai, had acquired all the 1,404,800 equity shares held by the then promoters of your company. Thereafter, in accordance with the provisions of the SEBI (SAST) Regulations 1997, SIIT made an open offer to the shareholders, at the end of which SIIT had a total of 1,440,600 shares, representing 42.62% of the 3,380,300 fully paid up equity shares of your company.

Consequent to these changes and to the decisions during the Extra Ordinary General meeting held on 29 March 2005, your company had done the following:

* Incorporated the changes in the objects clause and authorized capital in its Memorandum of Association

* Got its name changed to SAVANT INFOCOMM LIMITED

* Got the registered office changed from Bangalore in Karnataka state to Chennai in Tamil Nadu state

* Inducted personnel from 01 June 2005

* Commenced business operations from 01 June 2005

* Got its equity shares voluntarily de-listed from the Bangalore Stock Exchange with effect from 24 November 2005

* Entered into an agreement with National Securities Depository Limited, Mumbai (NSDL) to dematerialize its equity shares with NSDL in addition to its existing arrangement with CDSL

In 2007, SIIT had sold its entire holding of 1,440,600 equity shares to M/s Western India Steel Co. Pvt. Ltd., Mumbai, Mr. Bharat Parikh and Mrs. Mina Parikh, who in accordance with the provisions of the SEBI (SAST) Regulations 1997, had also made an open offer to the shareholders for acquiring up to 20% more of the outstanding shares. This process was completed by end-September 2007 with the acquirers holding a total of 1,448,500 shares after which the Board of the company was restructured.

DIVIDEND

Your Directors do not recommend any Dividend for the year under review.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

DIRECTORS

In accordance with Articles 106 and 107 of the Articles of Association of the company, Mr. Harsh P Parikh and Mr. Aditya P. Parikh retire by rotation. Being eligible, Mr. Harsh P Parikh offers himself for re-appointment. Mrs. Mina Parikh, appointed as Additional Director with effect from 28 July 2014 till the conclusion of this AGM, being eligible, also offers herself for re-appointment

CORPORATE GOVERNANCE

The company has a system of Corporate Governance in place. As required by the company''s Listing Agreement, a separate report on Corporate Governance is enclosed as part of this Annual Report. A certificate from the Auditors of the Company regarding compliance is also annexed to the report on Corporate Governance.

LISTING

Your Company''s shares are listed only in the Bombay Stock Exchange at Mumbai under Scrip Code 517320 and the listing fee for FY 2014-2015 has been duly paid.

DIRECTORS RESPONSIBILITY

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting polices and applied them consistently and have 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 ended on 31 March 2014;

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

d. That the Directors have prepared Annual Accounts on the assumption that the company is a going concern.

AUDITORS

M/s N.Raja & Associates, Chartered Accountants, Chennai retire and being eligible, offer themselves for reappointment As regards the Auditors'' observations in their report, the relevant notes are self-explanatory.

PARTICULARS OF EMPLOYEES:

No employee has been employed in the Company attracting provisions of Section 217 (2A) of the Companies'' Act 1956 read with Companies (Particulars of Employees) Rules 1975, as amended.

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

Pursuant to Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, the following information is provided.

(a) Your Company''s operations involve low energy consumption. However efforts to conserve energy will continue.

(b) Foreign Exchange:

a) Foreign Exchange Earnings: Rs. Nil (Previous Year: Rs. Nil)

b) Foreign Exchange Outgo : Rs. Nil (Previous Year: Rs. Nil)

(c) Your Company has nothing to report on particulars relating to research and development, technology absorption etc.

FOR AND BEHALF OF THE BOARD

Place: Chennai Date: 28 July 2014 M.R.RAJAGOPALAN NAIR PRAKASH DAMODARAN DIRECTOR DIRECTOR

Mar 31, 2013

Dear Members

The Directors present their Thirty Fifth Annual Report along with the Audited Accounts for the year ended 31 March 2013.

FINANCIAL RESULTS

The financial results of the Company for FY 2012-2013 are summarized below:

Item Current Year Previous Year

(Rs. Lakhs) (Rs. Lakhs) Income 0.01 2.21

Expenditure 11.61 10.41

Profit/(Loss) before Depreciation & Taxation (11.50) (8.20)

Add Depreciation 0.10 0.13

Provision for Taxation 0.00 0.00

Profit/(Loss) after Depreciation and Tax (11.60) (8.33)

Opening Balance of P & L Account (381.90) (373.57)

Balance Carried to Balance Sheet (393.51) (381.90)

OPERATIONS REVIEW

The operations of the company had been closed with effect from 21 October 2002. Thereafter, till the year 2004-2005, there were no activities.

M/s Savant India Institute of Technology Pvt. Ltd. (SIIT), Chennai, had acquired all the 1,404,800 equity shares held by the then promoters of your company. Thereafter, in accordance with the provisions of the SEBI (SAST) Regulations 1997, SIIT made an open offer to the shareholders, at the end of which SIIT had a total of 1,440,600 shares, representing 42.62% of the 3,380,300 fully paid up equity shares of your company.

Consequent to these changes and to the decisions during the Extra Ordinary General meeting held on 29 March 2005, your company had done the following:

* Incorporated the changes in the objects clause and authorized capital in its Memorandum of Association

* Got its name changed to SAVANT INFOCOMM LIMITED

* Got the registered office changed from Bangalore in Karnataka state to Chennai in Tamil Nadu state

* Inducted personnel from 01 June 2005

* Commenced business operations from 01 June 2005

* Got its equity shares voluntarily de-listed from the Bangalore Stock Exchange with effect from 24 November 2005

* Entered into an agreement with National Securities Depository Limited, Mumbai (NSDL) to dematerialize its equity shares with NSDL in addition to its existing arrangement with CDSL

In 2007, SIIT had sold its entire holding of 1,440,600 equity shares to M/s Western India Steel Co. Pvt. Ltd., Mumbai, Mr. Bharat Parikh and Mrs. Mina Parikh, who in accordance with the provisions of the SEBI (SAST) Regulations 1997, had also made an open offer to the shareholders for acquiring up to 20% more of the outstanding shares. This process was completed by end-September 2007 with the acquirers holding a total of 1,448,500 shares after which the Board of the company was restructured.

DIVIDEND

Your Directors do not recommend any Dividend for the year under review.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

DIRECTORS

In accordance with Articles 106 and 107 of the Articles of Association of the company, S/Shri M.R.Rajagopalan Nair and Prakash Damodaran retire by rotation and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

The company has a system of Corporate Governance in place. As required by the company''s Listing Agreement, a separate report on Corporate Governance is enclosed as part of this Annual Report. A certificate from the Auditors of the Company regarding compliance is also annexed to the report on Corporate Governance.

LISTING

Your Company''s shares are listed only in the Bombay Stock Exchange at Mumbai under Scrip Code 517320 and the listing fee for FY 2013-2014 has been duly paid.

DIRECTORS RESPONSIBILITY

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting polices and applied them consistently and have 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 ended on 31 March 2013;

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

d. That the Directors have prepared Annual Accounts on the assumption that the company is a going concern.

AUDITORS

M/s N.Raja & Associates, Chartered Accountants, Chennai retire and being eligible, offer themselves for re- appointment As regards the Auditors'' observations in their report, the relevant notes are self-explanatory.

PARTICULARS OF EMPLOYEES:

No employee has been employed in the Company attracting provisions of Section 217 (2A) of the Companies'' Act 1956 read with Companies (Particulars of Employees) Rules 1975, as amended.

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

Pursuant to Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, the following information is provided.

(a) Your Company''s operations involve low energy consumption. However efforts to conserve energy will continue.

(b) Foreign Exchange:

a) Foreign Exchange Earnings: Rs. Nil (Previous Year: Rs. Nil)

b) Foreign Exchange Outgo: Rs. Nil (Previous Year: Rs. Nil)

(c) Your Company has nothing to report on particulars relating to research and development, technology absorption etc.

FOR AND BEHALF OF THE BOARD

Place: Chennai M.R.RAJAGOPALAN NAIR PRAKASH DAMODARAN

Date: 27 May 2013 DIRECTOR DIRECTOR

Mar 31, 2012

The Directors present their Thirty Fourth Annual Report along with the Audited Accounts for the year ended 31 March 2012.

FINANCIAL RESULTS

The financial results of the Company for FY 2011-2012 are summarized below:

Item Current Year Previous Year (Rs. Lakhs) (Rs. Lakhs)

Income 2.21 0.01

Expenditure 10.41 10.48

Profit/(Loss) before Depreciation & Taxation (8.20) (10.47)

Add Depreciation 0.13 0.17

Provision for Taxation 0.00 0.00

Profit/(Loss) after Depreciation and Tax 8.33 10.64

Opening Balance of P & L Account (375.53) (364.89)

Balance Carried to Balance Sheet (383.86) (375.53)

OPERATIONS REVIEW

The operations of the company had been closed with effect from 21 October 2002. Thereafter, till the year 2004-2005, there were no activities.

M/s Savant India Institute of Technology Pvt. Ltd. (SIIT), Chennai, had acquired all the 1,404,800 equity shares held by the then promoters of your company. Thereafter, in accordance with the provisions of the SEBI (SAST) Regulations 1997, SIIT made an open offer to the shareholders, at the end of which SIIT had a total of 1,440,600 shares, representing 42.62% of the 3,380,300 fully paid up equity shares of your company.

Consequent to these changes and to the decisions during the Extra Ordinary General meeting held on 29 March 2005, your company had done the following:

- Incorporated the changes in the objects clause and authorized capital in its Memorandum of Association

- Got its name changed to SAVANT INFOCOMM LIMITED

- Got the registered office changed from Bangalore in Karnataka state to Chennai in Tamil Nadu state

- Inducted personnel from 01 June 2005

- Commenced business operations from 01 June 2005

- Got its equity shares voluntarily de-listed from the Bangalore Stock Exchange with effect from 24 November 2005

- Entered into an agreement with National Securities Depository Limited, Mumbai (NSDL) to dematerialize its equity shares with NSDL in addition to its existing arrangement with CDSL

In 2007, SIIT had sold its entire holding of 1,440,600 equity shares to M/s Western India Steel Co. Pvt. Ltd., Mumbai, Mr. Bharat Parikh and Mrs. Mina Parikh, who in accordance with the provisions of the SEBI (SAST) Regulations 1997, had also made an open offer to the shareholders for acquiring up to 20% more of the outstanding shares. This process was completed by end-September 2007 with the acquirers holding a total of 1,448,500 shares after which the Board of the company was restructured.

DIVIDEND

Your Directors do not recommend any Dividend for the year under review.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

DIRECTORS

In accordance with Articles 106 and 107 of the Articles of Association of the company, S/Shri Haider M. Sithawalla, Harsh P. Parikh and Aditya P. Parikh retire by rotation and being eligible, offer themselves for re- appointment.

CORPORATE GOVERNANCE

The company has a system of Corporate Governance in place. As required by the company's Listing Agreement, a separate report on Corporate Governance is enclosed as part of this Annual Report. A certificate from the Auditors of the Company regarding compliance is also annexed to the report on Corporate Governance.

LISTING

Your Company's shares are listed only in the Bombay Stock Exchange at Mumbai under Scrip Code 517320 and the listing fee for FY 2012-2013 has been duly paid.

DIRECTORS RESPONSIBILITY

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting polices and applied them consistently and have 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 ended on 31.03.2012;

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

d. That the Directors have prepared Annual Accounts on the assumption that the company is a going concern.

AUDITORS

M/s N. Raja & Associates, Chartered Accountants, Chennai retire and being eligible, offer themselves for re- appointment As regards the Auditors' observations in their report, the relevant notes are self-explanatory.

PARTICULARS OF EMPLOYEES:

No employee has been employed in the Company attracting provisions of Section 217 (2A) of the Companies' Act 1956 read with Companies (Particulars of Employees) Rules 1975, as amended.

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

Pursuant to Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, the following information is provided.

(a) Your Company's operations involve low energy consumption. However efforts to conserve energy will continue.

(b) Foreign Exchange:

a) Foreign Exchange Earnings: Rs. Nil (Previous Year: Rs. Nil)

b) Foreign Exchange Outgo: Rs. Nil (Previous Year: Rs. Nil)

(c) Your Company has nothing to report on particulars relating to research and development, technology absorption etc.

FOR AND BEHALF OF THE BOARD

M. RRAJAGOPALAN NAIR PRAKASH DAMODARAN DIRECTOR DIRECTOR

Place: Chennai Date: 28 May 2012

Mar 31, 2011

Dear Members

The Directors present their Thirty Third Annual Report along with the Audited Accounts for the year ended 31 March 2011.

FINANCIAL RESULTS

The financial results of the Company for FY 2010-2011 are summarized below:

Item Current Year Previous Year (Rs. Lakhs) (Rs. Lakhs)

Income 0.01 7.98

Expenditure 10.48 10.74

Profit/(Loss) before Depreciation & Taxation (10.47) (2.45)

Add Depreciation 0.17 0.30

Provision for Taxation 0.00 0.00

Profit/(Loss) after Depreciation and Tax (10.64) (2.75)

Opening Balance of P & L Account (364.89) (362.14)

Balance Carried to Balance Sheet (375.53) (364.89)

OPERATIONS REVIEW

The operations of the company had been closed with effect from 21 October 2002. Thereafter, till the year 2004-2005, there were no activities.

M/s Savant India Institute of Technology Pvt. Ltd. (SIIT), Chennai, had acquired all the 1,404,800 equity shares held by the then promoters of your company. Thereafter, in accordance with the provisions of the SEBI (SAST) Regulations 1997, SIIT made an open offer to the shareholders, at the end of which SIIT had a total of 1,440,600 shares, representing 42.62% of the 3,380,300 fully paid up equity shares of your company.

Consequent to these changes and to the decisions during the Extra Ordinary General meeting held on 29 March 2005, your company had done the following:

- Incorporated the changes in the objects clause and authorized capital in its Memorandum of Association

- Got its name changed to SAVANT INFOCOMM LIMITED

- Got the registered office changed from Bangalore in Karnataka state to Chennai in Tamil Nadu state

- Inducted personnel from 01 June 2005

- Commenced business operations from 01 June 2005

- Got its equity shares voluntarily de-listed from the Bangalore Stock Exchange with effect from 24 November 2005

- Entered into an agreement with National Securities Depository Limited, Mumbai (NSDL) to dematerialize its equity shares with NSDL in addition to its existing arrangement with CDSL

In 2007, SIIT had sold its entire holding of 1,440,600 equity shares to M/s Western India Steel Co. Pvt. Ltd., Mumbai, Mr. Bharat Parikh and Mrs. Mina Parikh, who in accordance with the provisions of the SEBI (SAST) Regulations 1997, had also made an open offer to the shareholders for acquiring up to 20% more of the outstanding shares. This process was completed by end-September 2007 with the acquirers holding a total of 1,448,500 shares after which the Board of the company was restructured.

DIVIDEND

Your Directors do not recommend any Dividend for the year under review.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

DIRECTORS

In accordance with Articles 106 and 107 of the Articles of Association of the company, S/Shri M.R.Rajagopalan Nair and Prakash Damodaran retire by rotation and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

The company has a system of Corporate Governance in place. As required by the company's Listing Agreement, a separate report on Corporate Governance is enclosed as part of this Annual Report. A certificate from the Auditors of the Company regarding compliance is also annexed to the report on Corporate Governance.

LISTING

Your Company's shares are listed only in the Bombay Stock Exchange at Mumbai under Scrip Code 517320 and the listing fee for FY 2011-2012 has been duly paid.

DIRECTORS RESPONSIBILITY

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting polices and applied them consistently and have 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 ended on 31.03.2011;

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

d. That the Directors have prepared Annual Accounts on the assumption that the company is a going concern.

AUDITORS

M/s N.Raja & Associates, Chartered Accountants, Chennai retire and being eligible, offer themselves for re- appointment As regards the Auditors' observations in their report, the relevant notes are self-explanatory.

PARTICULARS OF EMPLOYEES:

No employee has been employed in the Company attracting provisions of Section 217 (2A) of the Companies' Act 1956 read with Companies (Particulars of Employees) Rules 1975, as amended.

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

Pursuant to Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, the following information is provided.

(a) Your Company's operations involve low energy consumption. However efforts to conserve energy will continue.

(b) Foreign Exchange:

a) Foreign Exchange Earnings: Rs. Nil (Previous Year: Rs. Nil)

b) Foreign Exchange Outgo: Rs. Nil (Previous Year: Rs. Nil)

(c) Your Company has nothing to report on particulars relating to research and development, technology absorption etc.

FOR AND BEHALF OF THE BOARD

M.R.RAJAGOPALAN NAIR PRAKASH DAMODARAN DIRECTOR DIRECTOR

Place : Chennai Date : 25 July 2011

Mar 31, 2010

The Directors present their Thirty Second Annual Report along with the Audited Accounts for the year ended 31 March 2010.

FINANCIAL RESULTS FOR FY 2009-2010

The financial results of the Company for FY 2009-2010 are summarized below :

Item Current Year Previous Year

(Rs. Lakhs) (Rs. Lakhs)

Income 7.98 11.62

Expenditure 10.74 11.80

Profit/(Loss) before Depreciation & Taxation (2.45) (0.18)

Add Depreciation 0.30 0.40

Provision for Taxation 0.00 0.01

Profit/(Loss) after Depreciation and Tax (2.75) (0.59)

Opening Balance of P & L Account (362.14) (361.54)

Balance Carried to Balance Sheet (364.89) (362.14)

OPERATIONS DURING FY 2009-2010

BACKGROUND

The operations of the company had been closed with effect from 21 October 2002. Thereafter, till the year 2004-2005, there were no activities.

M/s Savant India Institute of Technology Pvt. Ltd. (SIIT), Chennai, had acquired all the 14,04,800 equity shares held by the then promoters of your company. Thereafter, in accordance with the provisions of the SEBI (SAST) Regulations 1997, SIIT made an open offer to the shareholders, at the end of which SIIT had a total of 14,40,600 shares, representing 42.62% of the 33,80,300 fully paid up equity shares of your company.

Consequent to these changes and to the decisions during the Extra Ordinary General meeting held on 29 March 2005, your company had done the following:

* Incorporated the changes in the objects clause and authorized capital in its Memorandum of Association * Got its name changed to SAVANT INFOCOMM LIMITED

* Got the registered office changed from Bangalore in Karnataka state to Chennai in Tamil Nadu state

* Inducted personnel from 01 June 2005

* Commenced business operations from 01 June 2005

* Got its equity shares voluntarily de-listed from the Bangalore Stock Exchange with effect from 24 November 2005

* Entered into an agreement with National Securities Depository Limited, Mumbai (NSDL) to dematerialize its equity shares with NSDL in addition to its existing arrangement with CDSL

In 2007, SIIT had sold its entire holding of 14,40,600 equity shares to M/s Western India Steel Co. Pvt. Ltd., Mumbai, Mr. Bharat Parikh and Mrs. Mina Parikh, who in accordance with the provisions of the SEBI (SAST) Regulations 1997, had also made an open offer to the shareholders for acquiring up to 20% more of the outstanding shares. This process was completed by end-September 2007 with the acquirers holding a total of 14,48,500 shares after which the Board of the company was restructured.

PRESENT STATUS

Consequent to the acquisition, the business activities of the company have been kept in abeyance as the new management is finalizing the companys strategy.

DIVIDEND

Your Directors do not recommend any Dividend for the year under review.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

DIRECTORS

In accordance with Articles 106 and 107 of the Articles of Association of the company, S/Shri V.O.Balagangadharan, Haider M. Sithawalla, Harsh P. Parikh and Aditya P. Parikh retire by rotation and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

The company has a system of Corporate Governance in place. As required by the companys Listing Agreement, a separate report on Corporate Governance is enclosed as part of this Annual Report. A certificate from the Auditors of the Company regarding compliance is also annexed to the report on Corporate Governance.

LISTING

Your Companys shares are listed only in the Bombay Stock Exchange at Mumbai under Scrip Code 517320 and the listing fee for FY 2010-2011 has been duly paid.

DIRECTORS RESPONSIBILITY

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state:

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting polices and applied them consistently and have 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 ended on 31.03.2010;

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

d. That the Directors have prepared Annual Accounts on the assumption that the company is a going concern.

AUDITORS

M/s N.Raja & Associates, Chartered Accountants, Chennai retire and being eligible, offer themselves for re- appointment As regards the Auditors observations in their report, the relevant notes are self-explanatory.

PARTICULARS OF EMPLOYEES:

No employee has been employed in the Company attracting provisions of Section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975, as amended.

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

Pursuant to Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, the following information is provided.

(a) Your Companys operations involve low energy consumption. However efforts to conserve energy will continue.

(b) Foreign Exchange:

a) Foreign Exchange Earnings: Rs. Nil (Previous Year: Rs. Nil)

b) Foreign Exchange Outgo: Rs. Nil (Previous Year: Rs. Nil)

(c) Your Company has nothing to report on particulars relating to research and development, technology absorption etc.

FOR AND BEHALF OF THE BOARD

Place: CHENNAI

Date: 24 MAY 2010 V.O.BALAGANGADHARAN PRAKASH DAMODARAN

DIRECTOR DIRECTOR

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Directors Report of Magnus Steel and Infra Ltd.

1. FINANCIAL PERFORMANCE

2. REVIEW OF OPERATIONS

3. DIVIDEND AND RESERVES

4. CHANGE IN NATURE OF BUSINESS, IF ANY

5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

7. SHARE CAPITAL

8. DEPOSITS

9. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

10. PRESENTATION OF FINANCIAL STATEMENTS

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ)

a) Retirement by rotation

b) Resignation / Appointment in Directorate

c) Key Managerial Personnel

12. DECLARATION BY INDEPENDENT DIRECTORS

13. BOARD MEETINGS AND AGM

14. COMMITTEES OF THE BOARD

a) AUDIT COMMITTEE

Constitution of the Audit Committee

Meeting and Attendance

b) NOMINATION AND REMUNERATION COMMITTEE

Constitution of the Nomination and Remuneration Committee

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

Constitution of the Stakeholders Relationship Committee

15. CORPORATE GOVERNANCE

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

17. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUALDIRECTORS

18. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES ANDINDEPENDENCE OF A DIRECTOR

20. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATEDPARTIES

23. PARTICULARS OF EMPLOYEES

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT

27. RISK MANAGEMENT POLICY

28. SECRETARIAL AUDITORSAppointment

Secretarial Audit Report

29. STATUTORY AUDITORS

30. EXTRACT OF THE ANNUAL RETURN

31. COMPLIANCE OF SECRETARIAL STANDARDS

32. COST AUDIT

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

35. DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEESUNDER SECTION 67(3)(c) OF ACT

36. DIRECTORSâ RESPONSIBILITY STATEMENT

37. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

38. CODE FOR PREVENTION OF INSIDER TRADING

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS ANDOUTGO

40. CAUTIONARY STATEMENT

41. ACKNOWLEDGEMENT

For and on behalf of the Board of DirectorsMagnus Steel and Infra Limited

1. FINANCIAL PERFORMANCE

2. REVIEW OF OPERATIONS

3. DIVIDEND AND RESERVES

4. CHANGE IN NATURE OF BUSINESS, IF ANY

5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

7. SHARE CAPITAL

8. DEPOSITS

9. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

10. PRESENTATION OF FINANCIAL STATEMENTS

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ)

a) Retirement by rotation

b) Key Managerial Personnel

12. DECLARATION BY INDEPENDENT DIRECTORS

13. BOARD MEETINGS AND AGM

14. COMMITTEES OF THE BOARD

a) AUDIT COMMITTEE

Constitution of the Audit Committee

Meeting and Attendance

b) NOMINATION AND REMUNERATION COMMITTEE

Constitution of the Nomination and Remuneration Committee

c) STAKEHOLDERS RELATIONSHIP COMMITTEE

Constitution of the Stakeholders Relationship Committee

15. CORPORATE GOVERNANCE

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

17. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUALDIRECTORS

18. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES ANDINDEPENDENCE OF A DIRECTOR

20. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ)

17. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED
PARTIES

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT

28. SECRETARIAL AUDITORS
Appointment

35. DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES
UNDER SECTION 67(3)(c) OF ACT

36. DIRECTORSâ RESPONSIBILITY STATEMENT

EXCHANGE EARNINGS AND
OUTGO

For and on behalf of the Board of Directors
Magnus Steel and Infra Limited

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (âKMPâ)

17. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS

19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR

22. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED
PARTIES

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT

28. SECRETARIAL AUDITORS
Appointment

35. DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES
UNDER SECTION 67(3)(c) OF ACT

36. DIRECTORSâ RESPONSIBILITY STATEMENT

For and on behalf of the Board of Directors
Savant Infocomm Limited