Your Directors have pleasure in presenting the 34th Annual Report of the Company together with thg Audited Financial Statements for Ihe year ended March 31,2024

1 HNANnai summary f Rs.ih Lakhs)

2. Extract of Annual Return:

Pursuant to Section 92[3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2021, th e annual retu rn as ref e rred u nde r sect ion 134 (3)(a) of th e Act fo r th e f i ng ncia I y ear e n ri h d 31 st M a rch, 2024 i s available on the Company website at w ww.in ad h u CDrt-Cnm/i n ves ter/An n u a I ratu m.

3. In d ia n Acc ou ntin g 5ta tidand s:

The Company has followed Indian Accounting Standards and accounting principles generally accepted m India in preparation of financial statements for the financial year 2023-24.

4. Dividend: [Section 134(3)(K)]

No dividend was declared on equity shares for the year ended 31.03.2024 due to Loss.

5. Board Meetings:

Tire Board met 6 (Six) limes during Ihe financial year 2023-2024.. The Following are the dates of meeting convened in different Quarters of the financial veac

6* D i recto rs' Resp o nsi b I! ity Statement:

Pursuant to the req u ire me nt under section 134 (3) (c) of t he C om p a r i e s Act, 2013, i t is h e reby confirmed. i. That in the preparation of annual accounts for the financial year ended 31 st March, 2024; the applicable Accounting Standards have been followed along with proper explanation relating to material departures. i i, Thai the D ira clo rs h a ve selected Accou n ting Pci ides an d a p p lied them cons istently a nd m ad e j u dg me nts a n d esti mates 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 f i na n ci al year a n d of t he p rofit or loss of the Com pa n y f or th at period. lii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Art, 2013, fo? safeguarding the assets of the Company and for p reventing a n d d ete cti ng fra u d s and oth er irreg utariti e s.

iv. That the Directors have prepared the annual accounts for the yearended 31 st March 2024 on a 'Going Concern" basis, v T h at th e d i rectors h a d la i d do wn internal financiai con tro Is to be f o llo wed by th e C om pa ny and th at s u ch i nternal f i na nci a I controls are adequate and are operating effectively.

vi. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. Adequacy of Internal Financial Control:

The Company has structured and implemented framework for Internal Financial Controls ( "IFC") in terms of the explanation to Section 134(5) (e) of the Companies Act, 2013. The Board of Directors of the Company is of the opinion that the Company has sound IFC for the year 2023-24.The Company is continuously monitoring and identified the gaps if any, and implements improved controls wherever the effect of such gaps would have a material effect on the Company’s operations.

8. De c la ra ti q n f rom In dep e nden t D i rectors on An n u aJ Bas is:

The Company has received Declarations of independence as stipulated under section 149(7} of Companies act 2013 and regulation 25 of the listing regulations fram Independent directors confirming lhathe /she is nat disqualified from continuing as i ndepe nde n t Dire cla r, the sam e an nexed to th is report as A N N EXU R E-A.

9. Nomination and Remuneration Policy;

The Nomination and Remuneration Committee has laid down the policy for Remuneration of Directors, KMP & other Employees end the criteria has been formulated by the Committee for determining qualifications, positive attributes and independence of a Director, The Company's policy nn Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

10. Share Capital:

The paid up share capital is Rs. 7,37.94,940/- of Rs. if- each. There were no other changes that ha ve been made in the share capital of (he Company during the year under review. The Details of Share Capital are given in the notes to the Financial Statements.

11. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013:

Details of Loans, Guarantees and Investments covered under the provisions of Section 1S6 of ihe Companies Act, 2013 an? given in the notes to the Financial Statements.

12. Related Party Transactions:

The transactions entered with the related parties by the Company for the year under review with respect to rendering of services were on arm's length basis and in the ordinary course of business. Hence Section 153(1) is not attracted to the Company. Thus disclosure in Form AOC-2 is not applicable to the Company. There are no material related party transactions during the year under review with the promoters, Directors or Key Managerial Personnel

13. Mate ria I Ch an ges a nd co mm itmc nts aff ecti ng t h e fi nancia I po 5 itl o h of the Com pan y:

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

14. Particulars regarding Energy Consumption, Technology Absorption and Foreign Exchange Earning and Outgo:

The particulars prescribed under Section 134 of the Companies Act, 2D 13 read with Rule 3 (3) of the Companies {Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption. Foreign Exchange Earnings and Outgo are f u m i shed as AN N EXU R £-1 to f h i s repo rt.

15. Risk Management:

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year. The Board is aiso periodically informed of the business risks and the actions taken to manage them.

16. CorporateSocial Responsibility(CSR:Policy:

Pursuant to the provisions of Section 135 and Schedule VII of tine Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend;

a) Th e poli cy o n Cor po rata Social Re spons ibil ity (CS R) a nd

b) Implementation of die CSR Projects or Programs to be undertaken by the Company as per CSR Policy by the Board of Directors.

17. Formal Annual Evaluation:

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBl (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried outdaring tha year under review'.

18. Report on the Performance/Financial Position of the Subsidiaries Companies;

The details containing ihe salient features of the consolidated financial statements oTthe subsidiary Companies are provided al Notes Forming part of Consolidated Financial statements at Serial No. 2,37 as per this provisions of Section 123 of tha Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

19. Consolidation^ Accounts:

In compliance with Regulation 33 of the SEB1 (LODR) Regulations, 2015 and in compliance with the provisions of the C om pa n ies Act, 2013 a nd t he Ind AS 231 n vesl merits in Associ a las and joint ve n Lu res a n d I n d AS 110 Con solid aled F i na nd a I Statements, Your Directors have pleasure in attaching the consolidated financial statemerits for the financial year ended March 31,2024, duly audited by the Statutory Auditors which forms part of the Annuel Report, The Annual Accounls of tho Subsidiary Companies and the related information wilt be made available to shareholders, who may be interested in obtaining the same at any point of time as they have been kept for inspection by any shareholder at the Registered Office of the Company and also at its Subsidiary Companies.

20. D eta i Is of D i rect ors and $$y Ma nageri a I P e rs o nn a I appointed an d re s ign od du ri ng th e Year.

a) C h a n g e in Key Manage rial Person net during th e year; NIL

b) Change in D i rectors d u ri ng th c yea n

1. Mr. M oham me d Shafi was reap pg i nted as J oi n t M anag i n g Director for the period Of 3 yea rs w. e. F. 30 th May, 2024.

2. Continuation of Mr. Ramadas Kasarneni, as a Non-Executive Independent Director beyond the Age of 75 (seventy five) years till the expiry of his current tern till 12th August, 2026.

21. CEO and CFO Certification:

In accordance with the Regulation 17(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Director Cum CFO of the Company have submitted a certificate for the year ended 31st March 2D24 to the Board of Directors which forms part of the Annual Report.

22. Vigil Mechanism f Whistle Blower Policy:

The Company has established Vigil Mechanism for Directors! Employees to report their genuine concerns or grievances. The Audit Committee of the Company oversees the vigil Mechanism through the Conimittee. It provides for adequate

safeguards against victimization of directors/ employees who avail af the mechanism, It also provides for direct access to the Chairman of the Audit Committee. In case of repeated frivolous complaints, the suilahle action will be initiated by the C ha irm an of the Audit C ornm i ttee. ’

23. Di sclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And RedreSsal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal} Act 2013. internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary trainees) are covered under this po I icy. ’

During the financial year 2023-24, the Company received no complaints on sexual harassment.

24. Deposits:

The Company had not accepted or invited any Deposits and consequently no deposit has matured / become due for re payment as on 31 st March 2024.

23. Audit Committee:

Five meetings of the Audit Committee were held during the year. The details pertaining to composition of Audit Committee ore included in the Corporate Governance Report

26. Stakeholders' Rela Eion s h i p C o m mittee:

The Committee focuses on shareholders’ grievances and strengthening of investor relations. The Committee coordinates the services oflhe Registrars and Share Transfer Agents, There were no complaints ponding for rodrossa! as at 31 st March, 2024,

27. Statute ry A ud itors an d th e ir Re port:

P. Murali & Co., Chartered Accountants (FRN 0072573} were reappointed as Statutory Auditors of the Company for the period of 4 (Four} Financial Years w.e.f, FY 2022-23 to FY 2025-26 and expressed their willingness tc hold the office up to the conclusion of the 30th Annual General Meeting was approved by the Shareholders at their 32nd Annual General Meeting of the Company, held on 29th Se p [ember, 2022.. ' '

28. Cost Auditors:

The Board of Directors, on recommendation of Audit Committee appointed AS RAO & CO., Cost Accountants (Registration No. DO0326) as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company pertaining to Works Contracts, Construction of Roads, etc. for financial year commencing on 1st April, 2024 and ending on 31 si March, 2025. ' '

29. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act. 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s V. Madhumifa and Associates, Company Secretaries (ACS 52965 and CP ho. 19626) has been appointed as Secretarial Auditors of the Company for the financial year 2024-25 to carry out the Secretarial Audit and issue report the re on. Sec retariai Audit report issued for the financial year ended 31st March, 2024 by M/s V. Madhumita and Associates, Company Secretaries is annexed to this Report asANNEXURE 11.

30. Listi ng W Ith Stock Exch a n ges:

The Company's securities have been listed (with Bombay Stock Exchange (BSE), and National Stock Exchange (NSE). Listing fee has been paid to BSE and NSE within the prescribed time limit as set in Regulation 14 of Listing Regulations for the Financial Years 202 3-2024 and 2024-2025.

31. P a rticul a rs of Employees:

The Company has not employed any individual whose remuneration falls within the purview otthe limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2} of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. De pos i Eory System :

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL) & National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facilitv of Dematerialization of the Company's shares on CDSLorNSDL. The ISIN allotted to the Company's Equity shares is 1NE376DQ1Q32

33. Prevention of Insider Trading:

Your Company has in place code of conduct to regulate, monitor and report trading by designated persons and code of practices and procedures for fair disclosure of unpublished price sensitive informal ion which is in adherence to the SEBI {Prohibition of insider trading) Amendment Regulations, 20 IB. The disclosures received pursuant tu this code and the Pegu loti on s are disseminated to the Stock. Exchanges within prescribed time limit. The Report of compliance officer was placed before the Board, The code is available at the company's website at the following i i n k w ww. m ad h u con .com.

34. Corporate Governance and Shareholders Information:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance forming part of this Report, together with the Practising Company Secretaries Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report,

35. Appreciations:

The Directors wish to express their appreciation for the assistance and continued co-operation received from the Central and State Governments, Banks, Financial Institutions, JV partners, clients, consultants, sub-contractors, Customers, Suppliers and a I so the Directors wish to thank all the employees for their dedicated contribution, support and continued co-operation ih rougho ut th e y e a r at a I lie ve Is.

For and on behalf of the Board of Macshucon Projects Limited,

(N. Seelhaiah}(Mohammad Shafi) (Mohammad Shafi}

Place: Hyderabad M an ag i n g Director Joint Ma na ging ? i rector

Date: 06-05-2024 D LN:007S4491 DIM: 0T17S2B5