The Directors have a great pleasure in presenting the 31^stAnnual Report of your Company along with the Audited Financial Statements for the financial year ended 31^st March, 2018.

Financial Highlights

During the year under review, performance of the Company on standalone and consolidated basis is as under: (Rs. In Lakhs)

Operational Performance Review

Your Company on a standalone basis has achieved a turnover of Rs.6963.92 Lacs as against the turnover of Rs. 4747.82 Lacs in previous year. The net profit after tax stood at Rs.751.19 Lacs as against Rs.158.85 Lacs in the previous year. The Basic Earnings per share for the year ended 31.03.2018 is Rs.6.01 as against Rs.1.27 for the corresponding previous year ended 31.03.2017. The performance on consolidated basis is impacted as the property of Mall is mostly retained and only rents are received by the subsidiary Company, and further due to bad market conditions, the sales of the office spaces is sluggish till recently.

State of Company’s Affairs

Your Company as a member of the Consortium jointly with one of its group Company namely “Manjeera Hotels and Resorts Private Limited’’has incorporated a special purpose vehicle (SPV) namely Manjeera Hospitality (Rajahmundry) Private Limited on 01^st September, 2016with a shareholding of 10% with the sole objective to develop Convention cum Exhibition Centre, Hotel and Mall & Multiplex in line and with terms of the Concession Agreement executed with APTDC, in the city of Rajahmundry, Andhra Pradesh. The project is under implementation.

Your Company under Joint Development Agreement with Owners of the land Mr. Maganti Subramanyam Chowdary and others has incorporated a Special Purpose Vehicle (SPV) namely Manjeera Hospitality (Vijayawada) Private Limited on 14^th June, 2018 with a shareholding of 60% with the objective of development of a 5 Star Hotel at Vijayawada under Marriott Brand and the project is under planning stage.

Change in Nature of Business

During the period under review, there has been no change in the nature of business of the Company.

Material changes if any affecting the financial position of the Company

There was no material change or commitment affecting the financial position of the Company.

Dividend

With a view to redeploy the profits for current/future business of the Company, the Board of Directors have not recommended the Dividend for the Financial Year 2017-18.

Amounts Transferred to Reserves

No amount is proposed to be carried to General reserves and an amount of Rs. 755.12 Lakhs (including other comprehensive income) is retained as surplus in the Statement of Profit and Loss of Standalone Financials.

Share Capital

The paid up Equity Share Capital of the Company as on 31^st March, 2018 is Rs. 1250.84 Lakhs. During the year, the Company has neither issued shares with differential voting rights nor granted stock option or sweat equity.

Number of Board Meetings

Regular meetings of the Board were held to review the performance of the Company, to discuss and decide on various business strategies, policies and other issues.

During the Financial year 2017-18, 5 meetings of the Board of Directors of the Company were held on 30.05.2017, 28.08.2017, 14.09.2017, 14.12.2017and13.02.2018. The intervening gap between two consecutive meetings was not more than 120 days. Detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of the Annual Report.

Committees of the Board

In accordance with the Companies Act, 2013 and the Listing requirements, following Committees of the Board continued to discharge their respective functions and Duties:

(a) The Audit Committee comprises of three directors:

- Mr. DLS Sreshti

- Mr. K Krishna Murty

- Mrs. G. Padmaja

The Company Secretary acts as Secretary to the committee. The primary objective of the committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosure, with transparency, integrity and quality of financial reporting.

Composition of Nomination & Remuneration Committee:

(b) The Nomination & Remuneration Committee comprises of three directors:

- Mr. DLS Sreshti

- Mr. K. Krishna Murty

- Mrs. G. Padmaja

The Company Secretary acts as a secretary to the committee. The primary objective of the committee is to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Stakeholders’ Relation Committee:

The Stakeholders' Relation Committee comprises of two Directors:

- Mr. K. Krishna Murty

- Mr. DLS Sreshti

The Company Secretary acts as a secretary to the committee. The primary objective of the committee is to adopt mechanism for redressing the Shareholders complaints, and review the status of Complaints of the stakeholders if any.

Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee comprises of three Directors:

- Mr. K Krishna Murty

- Mr. DLS Sreshti

- Mr. G Yoganand

The Company Secretary acts as a secretary to the committee. The primary objective of the committee take up programmes that benefit the communities over a period of time, in enhancing the quality of life & economic well-being of the local public.

Public Deposits

As per the provisions of Section 73 of the Companies Act, 2013 read along with Companies (Acceptance of Deposits) Rules, 2014,

(a) Your Company has not accepted any deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966, during the year under review.

(b) The company does not have any unclaimed or unpaid deposits at the end of the year under review or any other previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Directors:

(a) Mrs. G. Padmaja, the Director of the Company is liable to retire by rotation. Her tenure expires in ensuing Annual General Meeting and being eligible for reappointment at the forthcoming Annual General Meeting of the Company has offered herself for reappointment.

The proposal regarding re-appointment of the aforesaid Director is placed for your approval.

(ii) Key Managerial Personnel: During the year under review, Mr. R R VV NE Prasad Raju was appointed for the position of CFO on 30^th May, 2017 and Mrs. Sucharitra Sahoo continued to act as the Company Secretary & Compliance Officer of the Company.

Policy on Directors’ Appointment and Remuneration and other Details

The assessment and appointment of members to the Board is based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board member is also assessed on the basis of independence criteria defined in Section 149 (6) of the Companies Act, 2013, Regulation 27 of SEBI (LODR) Regulations, 2015

In accordance with Section 178(3) of the Companies Act, 2013, Regulation 19 (4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs). The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which form part of this report.

Statement indicating the manner in which formal annual evaluation has been made by the board of its own performance, its directors, and that of its committees.

Listing Regulations mandate the Board of Listed Companies to monitor and review the Board Evaluation Framework. The Companies Act, 2013 read with Rules issued thereunder further provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Director.

Pursuant to provisions of section 134(3)(p) of the Companies Act 2013, and the corporate Governance requirements as prescribed by Securities and Exchange Board of India (LODR) Regulations, 2015, the Board had carried out annual evaluation of its own performance and that of its committees as well as performance of the Directors individually. In this regard your Board is working with the nomination and remuneration committee to lay down evaluation criteria for performance of executive/non-executive/independent directors.

Receipt of any commission by MD/WTD from Company or receipt of commission/remuneration from its holding or subsidiary.

Details of Remuneration /commission received by MD/WTD from Company, its holding/subsidiary companies is provided in the extract of Annual return in prescribed form MGT 9.

Director’s Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d) the Directors have prepared the annual accounts on a going concern basis; and

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

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

Extract of Annual Return

As required under the provisions of Section 134(3) (a) and of section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form No.MGT-9 forms part of this report as Annexure I.

Statutory Auditors

M/s. M. Bhaskara Rao &Co having ICAI Firm Registration No.FRN-0004595, are the Statutory Auditors of the Company for the financial year ended March 31, 2018 and their appointment will continue until the conclusion 33^rd Annual General Meeting to be held in 2020.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comments.

The Standalone Financial Statements doesn't contain any qualification, but the auditors of the Subsidiary Company “Manjeera Retail Holdings Private Limited” have expressed following Qualified Opinion, Disclaimer of Opinion and Emphasis of Matter which are reflected in the consolidated financial statements:

Qualified Opinion:

1. As detailed in note in Note 36.i to the consolidated Ind AS financial statements, the auditor of one subsidiary of the Holding company, has reported that inventory of properties under development include interest cost on the borrowings capitalised to the tune of Rs. 5,906.55 Lakhs (March 31,2017: Rs. 6,041.14 Lakhs), which in their opinion, is not in accordance with the requirements of Indian Accounting Standards (Ind AS) 23 “Borrowing Cost”. Had the Company followed the accounting principles as laid down under Ind AS 23, total comprehensive income for the year of Rs. 30.72 Lakhs would become loss for year to the tune of Rs. Rs.5,875.83 Lakhs (March 31, 2017: Rs. 6,891.57 Lakhs) and consequently, the balance of inventories and reserves and surplus as at March 31, 2018 would have been lower by Rs. 5,906.55 Lakhs (March 31, 2017: Rs. 6,041.14 Lakhs). Audit report issued by the predecessor auditor dated August 30, 2017 for previous year was also qualified in respect of this matter

1. As detailed note in Note 36.ii to the consolidated Ind AS financial statements, the auditor of one subsidiary of the Holding company, has reported that the Company has not recognised interest expense aggregating to Rs.5,561.17 Lakhs (from the date of issuance till March 31,2018) on the Cumulative Mandatorily Convertible Debentures (‘CCDs') which is not in accordance with the requirements of Ind AS 109, Financial Instruments. Had the Company recognised such interest expense, the loss for the year, deficit in statement of profit and loss, depreciation for the year and provision for interest payable as at March 31, 2018 would have been higher by Rs. 602.81 Lakhs, Rs. 2,611.88 Lakhs, Rs. 88.10 Lakhs and Rs. 5,561.17 Lakhs respectively and deficit in statement of profit and loss as at March 31, 2017 and April 01, 2016 would have been higher by Rs. 2,009.07 Lakhs and Rs. 1,406.26 Lakhs respectively.

Disclaimer of opinion: Other auditor who audited the financial statements of a subsidiary that the Company has not established its internal financial controls system over financial reporting criteria based on or considering the essential components of the of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India and that they have considered the disclaimer in determining the nature, timing and extent of the audit tests applied, the Holding Company, its subsidiaries all incorporated in India, have in all material aspects, an adequate internal financial controls over financial reporting were operating effectively as at March 31, 2018, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

Emphasis of Matter: As detailed in note 35.a.ii to the accompanying Consolidated Ind AS Financial statements, the auditor of one subsidiary of the Holding company, has drawn attention to the significant uncertainty relating to the outcome of the ongoing negotiations between the Company and the Andhra Pradesh Housing Board. Pending final outcome of these negotiations, no adjustments have been recorded in the accompanying financial statements.

Cost Auditor

Your Company does not qualify for the eligibility norms of Companies (Cost Records and audit) Rules, 2014 regarding appointment of Cost Auditor for conducting cost audit. Accordingly, Cost Audit was not conducted for the Financial Year 2017-18. However, the company is maintaining adequate cost records as stated under the said rules.

Secretarial audit report

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of your Company at its meeting held on 30^th July, 2018 has appointed R&A Associates as a Secretarial Auditor to undertake the Secretarial Audit of the Company.

The secretarial Audit Report for the financial year ended 31⁸¹ March, 2018 is annexed herewith as Annexure II to this report.

Explanation to the observation as notice in the Secretarial Audit Report :

Particulars of Loan, Guarantees and Investments and Securities

Particulars of loans, investments made, guarantees given or security provided are provided in note no's 20, 4 &33 respectively to the Standalone financial statements.

Particulars of Contracts/Arrangements with Related Parties

During the financial year 2017-18, your Company has entered into transactions with related parties as defined under Regulation 23 of the SEBI (LODR) Regulations, 2015and section 2(76) of the Companies Act, 2013 read with Companies (Specifications of definitions Details) Rules, 2014, all of which were in ordinary course of Business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

The details of the related party transactions as per Accounting Standard 18 are set out in Note 35 to the standalone financial Statements forming part of this report.

The particulars of contracts/arrangements made with related parties as required under Section 134(3)(h) of the Companies Act,2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set as Annexure III.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

As the Company is not engaged in the manufacturing activity and at present it carries out the construction activities only, the prescribed information regarding compliance of rules relating to conservation of Energy & Technology absorption pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company.

The Company does not have any Foreign Exchange Earnings & Outgo during the financial year and hence provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(c) of the Companies (Accounts) Rules, 2014 regarding disclosure of Foreign Exchange Earnings & Outgo is not applicable.

Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Company's website i.e. www.manieera.com

i. Code of Conduct for Regulating & Reporting Trading by Insiders and for Fair Disclosure,2015

ii. Policy on preservation of Documents

iii. Risk Management Policy

Details of Subsidiary, Joint Venture or Associates

Manjeera Retail Holdings Private Limited (MRHPL) is a subsidiary of Manjeera Constructions Ltd. (MCL). The Company has inherent skills and resources and developed Manjeera Mall, Manjeera Trinity Corporate, 18 storied office building, Manjeera Majestic Commercial, Manjeera Majestic Homes, a residential building with 255 apartments by using innovative technology through value engineering.

MTM Estates and Properties Private Limited is a wholly owned subsidiary of MCL. The Company has not yet taken up any business activity.

GM Infra Ventures Private Limited, a subsidiary company developed an A office building, “The Platina” is a certified as Gold rated by Indian Green building council for core and shell at Gachibowli.

Other details of Subsidiary companies & Associates are attached as Annexure IV in Form AOC-1 to the Directors' report

Significant and Material Orders Passed By the Courts/ Regulators

During financial year 2017-18, there were no significant and / or material orders, passed by any Court or Regulator or Tribunal, which you may impact the going concern status or the Company's operations in future.

Internal Financial Control System

The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Finance Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Director and Statutory Auditors with regard to IFC.

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standard of the control systems and in managing any default on timely basis because of strong reporting mechanisms followed by the Company.

The Statutory Auditors of the Company has audited the IFC over Financial Reporting and their Audit Report is annexed as Annexure - B to the Independent Auditor's Report under Standalone Financial Statements.

Declaration by Independent Directors

Mr. K. Krishna Murty and Mr. DLS Sreshti are the Independent Directors on the Board of the Company. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Section 149 of the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchange.

Disclosure on establishment of Vigil mechanism

Your Company is committed to ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations,2015 Regulation., to enable the Directors and Employees to report their genuine concerns or grievances.

Policy on Vigil Mechanism is available on the Company's website at the web link www.manjeera.com.

Corporate Social Responsibility (CSR) policy

The Company has constituted Corporate Social Responsibility Committee (CSR) of the Board of Directors in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, and formulated policy of CSR.

The composition of the CSR Committee, average net profits of the Company for the past three financial years, prescribed CSR expenditure and details of amount spent on CSR activities during the year have been disclosed in Annexure V to this Report, as mandated under the said Rules.

Particulars of Employees

Table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI to this Report.

During the year none of the employees have received monthly or yearly remuneration more than the limit specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

Management Discussion and Analysis Report

The Management Discussion and Analysis for the year under review, as stipulated under Regulation of the Listing Agreement with Stock Exchange in India forms an integral part of this Annual report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company is attached as Annexure VII.

Report on Corporate Governance

Pursuant to Regulation 34 of the SEBI (LODR) Regulation, 2015, a separate report on Corporate Governance together with a certificate from the Company's Auditors confirming the compliance of conditions of Corporate Governance is attached as Annexure VIII to this report.

Employee Relation

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

Risk Management Policy

The Company has a risk management policy in place. The policy works at various levels of the organization. Risk management process has been established and is designed to identify the elements of risk including those that may threaten the existence of the Company.

Policy on Risk Management is available on the Company's website at the web link www.manjeera.com.

Disclosures under sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013

Your Company believes in providing a safe and harassment free workplace for every individual working in Manjeera Constructions Limited's premises through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In this light, the company has framed a well defined policy on Prevention of Sexual Harassment for an employee and lays down the guidelines for identification, reporting and prevention of undesired behavior.

During the year under review, there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Secretarial Standards

The Company is in compliance with SS 1 & SS2.

Event Based Disclosure

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

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

2. Issue of shares (including Sweat Equity Shares), to employees of the Company under any Scheme including ESOS.

3. Significant & material orders passed by the regulators or courts or tribunal

4. Significant orders passed by the authorities which impact the going concern status and Company's operations in future.

Acknowledgement

Your Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments, Greater Hyderabad Municipal Corporation, Stock Exchanges, Ministry of Corporate Affairs, Shareholders, Bankers, Financial Institutions, Customers, Suppliers, Contractors and other Associates for their continued support to the Company.

The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company's executives, staff and workers for achieving reasonable results under demanding circumstances.

For and on behalf of the Board of Directors

G. Yoganand K. Krishna Murty

Place: Hyderabad Managing Director Director

Date: 14.08.2018 (DIN 00850735) (DIN 01466390)