Directors Report of SBL Infratech Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 10^th Directors'' Report on the business and operations of SBL
Infratech Limited (The Company) together with the Audited Financial Statements of Accounts of the
Company for the Financial Year ended March 31, 2025.

1. Financial Result:

(Amount in Lakhs)

Particulars	F.Y. ended 2025	F.Y. ended 2024
Revenue from operations	2385.46	-
Other Income	0.05	33.69
Total Income	2385.52	33.69
Purchase of stock in trade	2370.93	-
Change in inventories of finished goods	(39.39)	-
Employee benefits expenses	5.77	3.50
Depreciation and Amortisation expenses	0.80	0.76
Other Expenses	29.23	19.03
Total Expenditure	2367.34	23.29
Profit / (Loss) Before Tax	18.18	10.40
Less: Current Tax/Provision for Tax	-	-
Less: Deferred Tax	(0.05)	(0.05)
Profit / (Loss) After Tax	18.23	10.45
EPS	0.22	0.13

2. State of Company affairs and review of operations:

During the Financial Year ended March 31, 2025, the Company has recorded total income of INR
23,85,52,000/- against the total income of INR 33,69,000/- for the previous year.

During the year under review the Company has earned Net Profit of INR 18,23,000/- against the Net Loss
of INR 10,45,000/- for the previous year.

3. Share Capital:

The Authorized Share Capital of the Company is INR 1,00,00,000 (Indian Rupees One Crore Only) divided
into 10,00,000 (Ten Lakh Only) Equity Shares of INR 10/- each.

And, on March 31, 2025, the paid-up capital stood at INR 81,12,700 (Eighty-One Lakh Twelve Thousand
Seven Hundred Only) divided into 8,11,270 (Eight Lakh Eleven Thousand Two Hundred Seventy) Equity
Shares of INR 10/- each.

4. Deposits:

During the year under review, your Company has not accepted any deposits, falling within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. Dividend:

During the period under review, the Board of Directors did not recommend any dividend for the year.

6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid last year.

7. Amounts, if any, which it proposes to carry to any Reserves:

The Company has transferred the amount of Net Profit of INR 18,22,616 to General Reserve during the
financial year ended 31st March, 2025.

8. Change in the nature of business, if any:

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

9. Material changes in company, if any:

During the financial year under review, there was the following material changes in the company: -

i. Alteration of Object Clause of the Memorandum of Association of the Company by inserting
new clauses pursuant to agricultural activities.

ii. Alteration of Articles of Association of the Company by inserting new clauses pursuant to the
Borrowing Powers of the Board.

10. Revision of Financial Statement, if any:

There was no revision in the financial statements of the Company.

11. Directors & Key Managerial Personnel:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act,
2013. As of the date of the report, your company has the following Directors on its Board:

S. No.	Name of Director	Designation	DIN	Date of Appointment	Date of Resignation
1.	Mr. Ankit Sharma	Managing Director	07238593	10/08/2015	-
2.	Mr. Maheshbhai Rana	Additional Director	10944811	07/03/2025	-
3.	Mr. Vijay Nayak	Independent Director	10776512	16/12/2024	01/09/2025
4.	Mr. Rohan Jagdipbhai Vora	Director	09815890	21/07/2023	-

5.	Mr. Ranjanben Jayantibhai Vaghela	Director	09588466	21/07/2023	-
6.	Ms. Sukhmayaben Vijaykumar Panchal	Additional Director	11269950	01/09/2025	-

a) Following Changes in Directors

There are following changes in the directors during the period under review:

i. Resignation of Mr. Raj Kumar Sharma from the post of Director w.e.f. 3^rd October, 2024.

ii. Resignation of Mr. Manish Seth from the post of Independent Director of the Company w.e.f. 11^th
November, 2024.

iii. Resignation of Mr. Sanjay Munjal from the post of Independent Director of the Company w.e.f.
14^th January, 2025.

iv. Resignation of Mr. Manish Seth from the post of Independent Director w.e.f. 11^th November, 2024.

v. The Company has appointed Mr. Vijay Nayak as a Non-Executive Independent Director of the
Company w.e.f. 16^th December, 2024.

vi. The Company has appointed Mr. Maheshbhai Rana as an Additional Director in the category of the
Non-Executive Independent Director w.e.f. 07^th March, 2025.

b) Chief Financial Officer

i. The Company has appointed Mr. Rohan Jagdipbhai Vora as Chief Financial Officer w.e.f. 24^th
August, 2023.

c) Company Secretary & Compliance Officer

i. Mr. Nitin Naresh has resigned from the post of Company Secretary & Compliance Officer of the
Company w.e.f. 25th April, 2024.

ii. The Company has appointed Mr. Alok Nath Singh as a Company Secretary & Compliance Officer
of the Company w.e.f. 23^rd January, 2025 and took note of his resignation on 4^th June, 2025.

12. Number of Meetings of the Board of Directors:

During the Financial Year under review 10 (Ten) meetings of the Board of Directors were held. The dates
on which the said meetings were held:

i. 20^th April, 2024

ii. 25 ^th April, 2024

iii. 30^th May, 2024

iv. 14^th September, 2024

v. 09^th November, 2024

vi. 16^th December, 2024

vii. 30^th December, 2024

viii. 23^rd January, 2025

ix. 07^th March, 2025

x. 28^th March, 2025

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR)
Regulations, 2015 and Companies Act, 2013.

13. Separate Meeting of Independent Directors.

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on
Tuesday, 6^th August, 2024 at the registered office of the Company situated at Shop No 160 1st Floor
Vardhmaan Fourtune Mall, GTK Ind Area Landmark Hans Cinema Hall, Jahangir Puri A Block, North
West Delhi, Delhi, India, 110033, to evaluate the performances.

14. Committees and their Meetings:

AUDIT COMMITTEE

The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act,
2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of:

Mr. Vijay Nayak1	(Chairman, Independent Director)
Mrs. Ranjanben Jayantibhai Vaghela	(Member, Non-Executive Director)
Mr. Rohan Jagdipbhai Vora	(Member, Director, CFO)

*Resigned w.e.f. 01 September 2025

The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process,
reviewing the financial statements and recommending the appointment of Auditors. All the
recommendations made by Audit Committee were accepted.

During the year Five (03.05.2024, 09.11.2024, 17.12.2024, 30.12.2024 and 28.03.2025) Audit Committee
Meetings were held.

NOMINATION AND REMUNRATION COMMITTEE

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions
of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Committee’s scope of work includes nominate the directors as per their
qualifications, experience and positive attributes, deciding on remuneration and policy matters related to
remunerations of Directors and laying guidelines for remuneration package or compensation etc.

The Committee comprises of:

Mr. Vijay Nayak1	(Chairman, Independent Director)
Mrs. Ranjanben Jayantibhai Vaghela	(Member, Non-Executive Director)
Mr. Rohan Jagdipbhai Vora	(Member, Director, CFO)

Regulations, 2015 to look into the redressal of complaints of investors such as transfer or credit of shares,
non-receipt of dividend/notices /annual reports, etc.

The Committee comprises of:

Mr. Vijay Nayak*	(Chairman, Independent Director)
Mrs. Ranjanben Jayantibhai Vaghela	(Member, Non-Executive Director)
Mr. Rohan Jagdipbhai Vora	(Member, Director, CFO)

*Resigned w.e.f. 01 September 2025.

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of
complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports,
etc.

During the year there were one meeting of Stakeholders Relationship Committee Meetings held on
04.10.2024.

15. Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees.

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees.
The company believes in honesty, integrity, ethics, transparency and good conduct 19 in its professional
environment and provides such kind of environment to its employees and directors and always encourages
its team to follow such standards in their activities. The directors, employees and other team members are
free to report on the issues which require genuine concern. An Audit Committee of the Board of directors
has the responsibility to review the functioning of vigil mechanism and the same has been performed by
the committee periodically.

16. Material changes and commitments affecting financial position of the Company:

a. Initial Public Offer and Listing of Shares
There was no issue of securities during the year.

b. Alteration of Memorandum of Association

Alteration of Object Clause of the Memorandum of Association of the Company by inserting new
clauses pursuant to agricultural activities and Increase in Authorise Capital.

c. Alteration of Article of Association

Alteration of Articles of Association of the Company by inserting new clauses pursuant to the
Borrowing Powers of the Board.

17. Particulars of Loans, Guarantees or Investments made u/s 186 of the Companies Act, 2013:

Particulars of loan given, investment made, guarantees given and security provided under section186 of the
Companies Act, 2013, if any, are provided in the notes of financial statement.

18. Internal Financial Control Systems and their adequacy:

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)”
means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct
of its business, including adherence to the company’s policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation

of reliable financial information. The company has a well-placed, proper and adequate Internal Financial
Control System which ensures that all the assets are safeguarded and protected and that the transactions are
authorized recorded and reported correctly. To further strengthen the internal control process, the company
has developed the very comprehensive compliance management tool to drill down the responsibility of the
compliance from the top management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

19. Corporate Social Responsibility:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has
not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section
135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014.

20. Corporate Governance:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 are not applicable to your Company because the Company is listed on
SME exchange. Hence, report on Corporate Governance is not annexed.

21. Human Resources:

The Management has a healthy relationship with the officers and the Employee.

22. Particulars of employees:

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed
under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are
attached to the report as ‘Annexure I’.

24. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and
individual directors pursuant to the provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations 2015 (“SEBI Listing Regulations”).

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

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

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the Board and
Committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of
his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of
the board as a whole and performance of the chairman was evaluated, taking into account the views of
executive directors and non-executive directors. The same was discussed in the board meeting that followed
the meeting of the independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.

25. Statement showing the names of the top ten employees in terms of Remuneration drawn and the
name of every employee as per Rule 5(2) & (3) of the Companies (Appointment & Remuneration)
Rules, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in “Annexure-II” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies
Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of
this report.

26. Ratio of Remuneration to each Director:

During the year under review, the Company has not given any remuneration to any Director of the
Company.

27. Policies:

Company has the following policies:

1. Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Policy for Disclosure of events/ information and Determination of materiality as per Regulation
30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

4. Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

28. Particulars of Contracts or Arrangements made with Related Parties:

Particular of contracts or arrangement made with related party during the year referred to in Section 188(1)
of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 are attached as
‘Annexure III’ in Form AOC-2.

29. No Frauds Reported by Statutory Auditors:

During the Financial Year 2024-2025, the Auditors have not reported any matter under section 143(12) of
the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) of the
Companies Act, 2013.

30. Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate
Company hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of
consolidated financial statements are not applicable.

31. Vigil Mechanism / Whistle Blower Policy:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower
Policy for vigil mechanism of Directors and employees to report to the management about the unethical
behavior, fraud or violation of Company’s code of conduct. The mechanism provides for adequate
safeguards against victimization of employees and Directors who use such mechanism and makes provision
for direct access to the chairman of the Audit Committee in exceptional cases.

32. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and Company’s operations in future:

During the period under review no material orders have been passed by the regulators or courts or tribunals
impacting the going concern status and Company’s operations in future.

33. Directors’ Responsibility Statement:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors
Responsibilities Statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for the financial year ended 31^st March, 2025 the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

b. That the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit or loss of the
company for the year review;

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

d. That the directors had prepared the annual accounts for the financial year ended 31^st March, 2025
on a going concern basis;

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

f. That the directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

34. Auditors & Auditor’s Report:

Statutory Auditor:

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame thereunder M/s.
HCO & Co., Chartered Accountants (FRN:001087C) were appointed as a Statutory Auditors of the
Company for the financial year 2024-2025.

Auditor’s Report

The Auditor’s Report for financial year ended March 31, 2025, does not contain any qualification,
reservation or adverse remarks. All Observations made in the Independent Auditors’ Report and Notes
forming part of the Financial Statements are self-explanatory and do not call for any further comments and
also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies
Act, 2013 during the year. The Auditor’s report is enclosed with the financial statements in this Auditor’s
Report.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Amit Saxena &
Associates (M. No.: A29918 and COP No.: 11519), Practicing Company Secretaries, to undertake the
secretarial audit of the Company for the Financial Y ear 2024-2025.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31^st March, 2025 contains the qualification,
reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the
Company Secretary in Practice has been annexed to the Report. (‘Annexure IV’).

Cost auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable
to the Company.

Internal auditors:

Pursuant to the provisions of section 138 of the Companies Act, 2013 and rules frame thereunder M/s Appa
& Associates, Chartered Accountants were appointed as Internal Auditors of the Company on for the
financial year 2024-2025.

35. Extract of the Annual Return:

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014 is available on the website of the Company at
https://www.sblinfra.com/ .

36. Familiarisation Programmes:

The Company familiarises its Independent Directors on their appointment as such on the Board with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, etc. through familiarisation programme. The Company also conducts orientation programme upon
induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The
familiarisation programme for Independent Directors is disclosed on the Company’s website
https://www.sblinfra.com/.

37. Management Discussion and Analysis Report:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015 is annexed to this Annual Report as “Annexure - V”.

38. Code of Conduct:

Commitment to ethical professional conduct is a must for every employee, including Board Members and
Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical
decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the
organization must know and respect existing laws, accept and provide appropriate professional views, and
be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an
Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All
Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

39. Information required under Sexual Harassment of Women at work place (Prevention, Prohibition &
Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has
adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints
received on sexual harassment. During the financial year under review, the Company has not received any
complaints of sexual harassment from any of the women employees of the Company.

40. Risk Management Policy:

The Board of Directors of the Company are of the view that currently no significant risk factors are present
which may threaten the existence of the company. During the year, your Director’s have an adequate risk
management infrastructure in place capable of addressing those risks. The company manages monitors and
reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
The Audit Committee and Board of Directors review these procedures periodically. The company’s
management systems, organizational structures, processes, standards, code of conduct and behaviour
together form a complete and effective Risk Management System (RMS).

41. Prevention of Insider Trading:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and certain 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 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.

42. Secretarial Standards:

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the
other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they
are made mandatory.

43. Cautionary Note:

The statements forming part of the Board’s Report may contain certain forward-looking remarks within the
meaning of applicable securities laws and regulations. Many factors could cause the actual results,
performances or achievements of the Company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward looking statements.

44. Statement on other Compliances:

Your 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:

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

2. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

3. Issue of shares (including sweat equity shares) to employees of the Company.

4. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any

remuneration or commission.

45. Details of application made or processing pending under Insolvency and Bankruptcy Code 2016:

During the financial year under review, there were no applications made or proceeding pending in the
name of the company under the Insolvency and Bankruptcy Code 2016.

46. Details of difference between valuation amount on one-time settlement and valuation while availing
loans from bank and financial institutions:

During the financial year under review, there has been no one time settlement of loan taken from Banks
and Financial Institutions. The company does not have any secured/unsecured loan from any bank or
financial institutions.

47. Website of the Company:

Your Company maintains a website https://www.sblinfra.com/ where detailed information of the Company
and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 have been provided.

48. Maternity benefit:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women employees during the year.

49. Acknowledgement:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. The
Directors wish to convey their appreciation to all of the Company’s employees for their contribution
towards the Company’s performance. The Directors would also like to thank the shareholders, employee
unions, customers, dealers, suppliers, bankers, governments and all other business associates for their
continuous support to the Company and their confidence in its management.

Date: 05.12.2025 By Order of the Board

Place: Delhi For SBL Infratech Limited

Sd/- Sd/-

Ankit Sharma Rohan Jagdipbhai Vora

Managing Director Director and CFO

DIN: 07238593 DIN: 09815890

1

Resigned w.e.f. 01 September 2025

During the year Three (16.12.2024, 23.01.2025 and 07.03.2025) meetings of Nomination and
Remuneration Committee Meetings were held.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 09^th Directors'' Report on the business and
operations of SBL Infratech Limited (The Company) together with the Audited Financial
Statements of Accounts of the Company for the Financial Year ended March 31, 2024.

Financial Result:

(Amount in Rupees)

Particulars	F.Y. ended 2024	F.Y. ended 2023
Revenue from operations	-	-
Other Income	33,68,699	33,46,175
Total Income	33,68,699	33,46,175
Employee benefits expenses	3,49,907	16,74,200
Depreciation and Amortisation expenses	76,270	89,444
Other Expenses	19,02,683	56,35,954
Total Expenditure	23,28,860	73,99,598
Profit / (Loss) Before Tax	10,39,839	(40,53,423)
Less: Current Tax/Provision for Tax	-	-
Less: Deferred Tax	(5,472)	(11,333)
Profit / (Loss) After Tax	10,45,311	(40,42,090)
EPS	0.13	(0.50)

1. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

During the Financial Year ended March 31, 2024, the Company has recorded total income
of INR 33,68,699/- against the total income of INR 33,46,175/- for the previous year.

During the year under review the Company has earned Net Profit of INR 10,45,311/-
against the Net Loss of INR 40,42,090/- for the previous year.

2. SHARE CAPITAL:

The Authorized Share Capital of the Company is INR 1,00,00,000 (Indian Rupees One Crore
Only) divided into 10,00,000 (Ten Lakh Only) Equity Shares of INR 10/- each.

And, on March 31, 2024, the paid-up capital stood at INR 81,12,700 (Eighty-One Lakh Twelve
Thousand Seven Hundred Only) divided into 8,11,270 (Eight Lakh Eleven Thousand Two
Hundred Seventy) Equity Shares of INR 10/- each.

3. DEPOSITS:

During the year under review, your Company has not accepted any deposits, falling within
the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.

4. DIVIDEND:

The Board of Directors did not recommend any dividend for the year.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

6. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

The Company has transferred the amount of Net Profit of INR 10,45,311/- to General
Reserve during the financial year ended 31st March, 2024.

7. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

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

8. MATERIAL CHANGE IN COMPANY. IF ANY:

During the financial year under review, Company has shifted its registered office from Plot
No.44, Block B-10 Second Floor, Sector-13, New Delhi, Dwarka, India, 110070 to Shop No
160, 1st Floor, Vardhmaan Fourtune Mall, GTK Ind Area, Landmark Hans Cinema Hall,
Jahangir Puri A Block, North West Delhi, Delhi, India, 110033 with effect from 17^th January,
2024.

9. REVISION OF FINANCIAL STATEMENT. IF ANY:

There was no revision in the financial statements of the Company.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As of the date of the report, your company has the following Directors
on its Board:

S. No.	Name of Director	Designation	DIN	Date of Appointment	Date of Resignation
1.	Mr. Ankit Sharma	Managing Director	07238593	10/08/2015	-
2.	Mr. Manish Seth	Independent Director	08830352	20/02/2021	11/11/2024
3.	Mr. Sanjay Munjal	Independent Director	08830363	20/02/2021
4.	Mr. Rohan Jagdipbhai Vora	Director	09815890	30/09/2023
5.	Mr. Rohan Jagdipbhai Vora	CFO	ALLPV1370L	24/08/2023

6.	Mr. Ranjanben Jayantibhai Vaghela	Director	09588466	24/08/2023	-
7.	Ms. Shifali Sharma	Director	07239144	02/03/2020	24/08/2023
8.	Ms. Shifali Sharma	CFO	DTYPS0800J	02/11/2020	24/08/2023
9.	Mr. Anuj Sharma	Director	08787806	29/10/2020	24/08/2023
10.	Mr. Raj Kumar Sharma	Independent Director	08830324	20/02/2021	03/10/2024

A. Following Changes in Directors

There are following changes in the directors during the period under review:

• The members of the company regularize Mrs. Ranjanben Jayantibhai Vaghela (DIN:
09588466) as Non- Executive Director and Mr. Rohan Jagdipbhai Vora (DIN: 09815890)
as an Executive Director of the Company in 8^th Annual General Meeting held on 30^th day
of September, 2023.

• Mr. Rohan Jagdipbhai Vora (DIN: 09815890) appointed as Chief Financial Officer (KMP)
of the Company in the meeting of Board held on 24^th August 2023.

• Ms. Shifali Sharma (DIN: 07239144) and Mr. Anuj Sharma (DIN: 08787806) resign from
their positions of Director & CFO and Director respectively w.e.f. 24^th August, 2023.

There are following changes in the directors after the end of financial year till the
date of this report:

• Mr. Raj Kumar Sharma (DIN: 08830324) resigned from his position of Independent
Director w.e.f. 03^rd October 2024.

• Mr. Manish Seth (DIN: 08830352) resigned from his position of Independent Director
w.e.f. 11^th November 2024.

Effective from 11^th November, 2024, the Company have only 1 (one) Independent
director and does not have a sufficient number of Independent Directors as required
under the Regulation 17 of SEBI (LODR) 2015, this results the temporary composition of
board committees without adequate Independent Directors. However, the Company is
actively engaged in the process of identifying and appointing a qualified individual to fill
this vacancy, with the objective of completing the appointment by the stipulated
timeline.

B. Chief Financial Officer

• The company appointed Mr. Rohan Jagdipbhai Vora as Chief Financial Officer w.e.f. 24^th
August, 2023.

• Ms. Shifali Sharma has resigned from the post of Chief Financial Officer w.e.f. 24^th August,
2023.

C. Company Secretary & Compliance Officer

• Ms. Neha Ahuja has resigned from the post of Company Secretary & Compliance
Officer of the Company w.e.f. 30th May, 2023.

• The Company had appointed Mr. Nitin Naresh as Company Secretary & Compliance
Officer of the Company w.e.f. 21st July, 2023.

• As of March 31, 2024, Mr. Nitin Naresh held the position of Company Secretary and
Compliance Officer. He has since resigned from these roles, effective 25^th April, 2024.

At present, the Company does not have a Compliance Officer. However, the Company is
actively engaged in the process of identifying and appointing a qualified individual to fill
this vacancy, with the objective of completing the appointment by the stipulated
timeline.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year under review 9 (Nine) meetings of the Board of Directors were
held. The dates on which the said meetings were held:

1) 15th June, 2023

2) 12^th July, 2023

3) 21^st July, 2023

4) 24^th August, 2023

5) 05^th September, 2023

6) 14^th November, 2023

7) 05^th December, 2023

8) 17^th January, 2024

9) 18th March, 2024

The intervening gap between any two Meetings was within the period prescribed under the
SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

12. COMMITTEES AND THEIR MEETINGS:

AUDIT COMMITTEE

The Company has an Audit Committee of Directors in compliance with provisions of the
Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Committee comprises of:

Mr. Sanjay Munjal	(Chairman, Independent Director)
Mrs. Ranjanben Jayantibhai Vaghela	(Member, Non-Executive Director)
Mr. Rohan Jagdipbhai Vora	(Member, Director, CFO)

The terms of reference of the Audit Committee inter alia include overseeing the financial
reporting process, reviewing the financial statements and recommending the appointment
of Auditors. All the recommendations made by Audit Committee were accepted.

During the year Five (15.06.2023, 04.09.2023, 14.11.2023, 05.12.2023 and 18.03.2024)
Audit Committee Meetings were held.

NOMINATION AND REMUNRATION COMMITTEE

The Company has a Nomination & Remuneration Committee of Directors in compliance
with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Committee''s scope of work includes
nominate the directors as per their qualifications, experience and positive attributes,
deciding on remuneration and policy matters related to remunerations of Directors and
laying guidelines for remuneration package or compensation etc.

The Committee comprises of:

Mr. Sanjay Munjal	(Chairman, Independent Director)
Mrs. Ranjanben Jayantibhai Vaghela	(Member, Non-Executive Director)
Mr. Rohan Jagdipbhai Vora	(Member, Director, CFO)

During the year Three (10.07.2023, 19.07.2023 and 22.08.2023) Nomination and
Remuneration Meeting was held.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has a Stakeholder Relationship Committee of Directors in compliance with
provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of
investors such as transfer or credit of shares, non-receipt of dividend/notices /annual
reports, etc.

The Committee comprises of:

Mr. Sanjay Munjal	(Chairman, Independent Director)
Mrs. Ranjanben Jayantibhai Vaghela	(Member, Non-Executive Director)
Mr. Rohan Jagdipbhai Vora	(Member, Director, CFO)

The Company has a Stakeholder Relationship Committee of directors to look into the
redressal of complaints of investors such as transfer or credit of shares, non-receipt of
dividend/notices /annual reports, etc.

During the year there were one meeting of Stakeholders Relationship Committee Meetings
held on 02.09.2023.

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and
Employees.

The Company has a well framed vigil mechanism/whistle blower policy for its directors and
employees. The company believes in honesty, integrity, ethics, transparency and good
conduct 19 in its professional environment and provides such kind of environment to its
employees and directors and always encourages its team to follow such standards in their
activities. The directors, employees and other team members are free to report on the issues
which require genuine concern. An Audit Committee of the Board of directors has the
responsibility to review the functioning of vigil mechanism and the same has been
performed by the committee periodically.

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

(i) Initial Public Offer and Listing of Shares

There was no new issue of securities during the year.

(ii) Alteration of Memorandum of Association

There was no alteration in Memorandum of Association during the period.

(iii) Alteration of Article of Association

There was no alteration in Article of Association during the period.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
COMPANIES ACT, 2013:

Particulars of loan given, investment made, guarantees given and security provided under
section186 of the Companies Act, 2013, if any, are provided in the notes of financial
statement.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal Financial
Control (IFC)” means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to the company''s policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
information. The company has a well-placed, proper and adequate Internal Financial
Control System which ensures that all the assets are safeguarded and protected and that the
transactions are authorized recorded and reported correctly. To further strengthen the
internal control process, the company has developed the very comprehensive compliance
management tool to drill down the responsibility of the compliance from the top
management to executive level.

The compliance relating to Internal Financial controls have been duly certified by the
statutory auditors.

16. CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore,
Company has not developed and implemented any Corporate Social Responsibility
Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014.

17. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 are not applicable to your Company because the Company
is listed on SME exchange. Hence, report on Corporate Governance is not annexed.

18. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

19. PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration in excess of limits
as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:

(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014

1. Remuneration of each Director and Key Managerial Personnel (KMP) along with
particulars of increase in remuneration after the closure of the financial year 31^st
March, 2024, Ratio of remuneration of Directors to the Median Remuneration of
employees.

Name of the Director/ and	Designation	Remuneration (Rs.)
KMP		2023-2024
Mr. Ankit Sharma	Managing Director	90,000
Mrs. Shifali Sharma	Director	90,000

Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors,
Key Managerial Personnel is as per the remuneration policy of the Company.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and
outgo are attached to the report as ''Annexure I''.

21. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).

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

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

The Board and the Nomination and Remuneration Committee reviewed the performance of
the individual directors on the basis of the criteria such as the contribution of the individual
director to the Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition,
the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated,
taking into account the views of executive directors and non-executive directors. The same
was discussed in the board meeting that followed the meeting of the independent directors,
at which the performance of the board, its committees and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.

22. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF

REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) &

(3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in "Annexure-II” to this Report.

The Statement containing the particulars of employees as required under section 197(12) of
the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report.

23. RATIO OF REMUNERATION TO EACH DIRECTOR:

During the year Company has not given any remuneration to any Director of the Company.

24. POLICIES:

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and
30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per
Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particular of contracts or arrangement made with related party during the year referred to
in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts)
Rules, 2014 are attached as ''Annexure III'' in Form AOC-2.

26. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2023-2024, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed
under section 134(3) (ca) of the Companies Act, 2013.

27. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the Company does not have any Subsidiary, Joint Venture or
Associate Company hence provisions of Section 129(3) of the Companies Act, 2013 relating
to preparation of consolidated financial statements are not applicable.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the
SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has
formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report
to the management about the unethical behavior, fraud or violation of Company’s code of
conduct. The mechanism provides for adequate safeguards against victimization of
employees and Directors who use such mechanism and makes provision for direct access to
the chairman of the Audit Committee in exceptional cases.

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

During the period under review no material orders have been passed by the regulators or
courts or tribunals impacting the going concern status and company’s operations in future.

30. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect
to Directors Responsibilities Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31^st March,
2024 the applicable accounting standards had been followed along with proper
explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true
and fair view of the state of affairs of the company at the end of the financial year and of
the profit or loss of the company for the year review;

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

(d) That the directors had prepared the annual accounts for the financial year ended 31^st
March, 2024 on a going concern basis;

(e) That the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and

(f) That the directors had devised proper system to ensure compliance with the provisions
of all applicable laws and that such system were adequate and operating effectively.

31. AUDITORS & AUDITORS REPORT:

a) Statutory Auditor:

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame
thereunder M/s. HCO & Co., Chartered Accountants (FRN:001087C) were appointed as a
Statutory Auditors of the Company for the financial year 2023-2024.

Auditor''s Report

The Auditor’s Report for financial year ended March 31, 2024, does not contain any
qualification, reservation or adverse remarks. All Observations made in the Independent
Auditors’ Report and Notes forming part of the Financial Statements are self-explanatory
and do not call for any further comments and also, there is no incident of fraud requiring
reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year.
The Auditor’s report is enclosed with the financial statements in this Auditor’s Report.

b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Vikas Verma & Associates (M. No.: F9192 and CP No.: 10786,), Practicing
Company Secretaries, to undertake the secretarial audit of the Company for the Financial
Year 2023-2024.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2024 contains the
qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form
MR-3) as provided by the Company Secretary in Practice has been annexed to the Report.
(''Annexure IV'').

c) Cost auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.

d) Internal auditors

Pursuant to the provisions of section 138 of the Companies Act, 2013 and rules frame
thereunder M/s Pooja K Agrawal & Associates, Chartered Accountants (FRN: 150906W)
were appointed as Internal Auditors of the Company on 18^th March, 2024 for the financial
year 2023-2024.

32. EXTRACT OF THE ANNUAL RETURN:

The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of
the Companies (Management and Administration) Rules, 2014 is available on the website of
the Company at https://www.sblinfra.com/ .

33. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, etc. through familiarisation programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarisation
programme for Independent Directors is disclosed on the Company’s website
https://www.sblinfra.com/.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated
under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure
- V”.

35. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board
Members and Senior Management Personnel of the Company. The Code is intended to serve
as a basis for ethical decision-making in conduct of professional work. The Code of Conduct
enjoins that each individual in the organization must know and respect existing laws, accept
and provide appropriate professional views, and be upright in his conduct and observe
corporate discipline. The duties of Directors including duties as an Independent Director as
laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board
Members and Senior Management Personnel affirm compliance with the Code of Conduct
annually.

36. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The
Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During
the financial year under review, the Company has not received any complaints of sexual
harassment from any of the women employees of the Company.

37. RISK MANAGEMENT POLICY:

The Board of Directors of the Company are of the view that currently no significant risk
factors are present which may threaten the existence of the company. During the year, your
Director’s have an adequate risk management infrastructure in place capable of addressing
those risks. The company manages monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives. The Audit
Committee and Board of Directors review these procedures periodically. The company’s
management systems, organizational structures, processes, standards, code of conduct and
behaviour together form a complete and effective Risk Management System (RMS).

38. PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and certain 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 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.

39. SECRETARIAL STANDARDS:

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company
will comply with the other Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) as and when they are made mandatory.

40. CAUTIONARY NOTE:

The statements forming part of the Board’s Report may contain certain forward-looking
remarks within the meaning of applicable securities laws and regulations. Many factors
could cause the actual results, performances or achievements of the Company to be
materially

different from any future results, performances or achievements that may be expressed or
implied by such forward looking statements.

41. STATEMENT ON OTHER COMPLIANCES:

Your 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:

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

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

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company
receive any remuneration or commission.

42. DETAILS OF APPLICATION MADE OR PROCESSING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:

During the financial year under review, there were no applications made or proceeding
pending in the name of the company under the Insolvency and Bankruptcy Code 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOANS FROM BANK AND FINANCIAL
INSTITUTIONS:

During the financial year under review, there has been no one time settlement of loan taken
from Banks and Financial Institutions. The company does not have any secured/unsecured
loan from any bank or financial institutions.

44. WEBSITE OF THE COMPANY:

Your Company maintains a website https://www.sblinfra.com/ where detailed
information of the Company and specified details in terms of the Companies Act, 2013 and
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been
provided.

45. ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every
person. The Directors wish to convey their appreciation to all of the Company’s employees
for their contribution towards the Company’s performance. The Directors would also like
to thank the shareholders, employee unions, customers, dealers, suppliers, bankers,
governments and all other business associates for their continuous support to the Company
and their confidence in its management.

Date: 21.11.2024 By Order of the Board

Place: Delhi For SBL Infratech Limited

Sd/- Sd/-

Ankit Sharma Rohan Jagdipbhai Vora

Managing Director Director and CFO

DIN:07238593 DIN:09815890