Your directors are presenting their 43^rd Annual Report on the business and operations of your Company along with
the audited financial statements for the financial year ended 31^st March, 2024. The Statement of Accounts, Auditors'
Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in
Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

1. FINANCIAL RESULTS:_( Amount in Rupees)

The Company is not having any Depreciable Assets hence no provision of Depreciation is made.

2. RESERVES:

Due to continuous losses, your Company does not propose to carry any amount to General Reserves.

3. SHARE CAPITAL:

The Paid-up Share Capital as on 31^st March 2024 was Rs. 6,30,00,000 during the year under review.

4. PERFORMANCE AND AFFAIRS OF THE COMPANY:

The year under review was not satisfactory for the company due to the difficult market conditions, the Company
has made loss of Rs. 15,39,788/- (previous year loss of Rs. 10,30,918/-). As we all know the world economy faced
global recession which is still continuing and because of which economic activities slowed down. India, being now
global player, also experienced the global economic slowdown but its impact was not so much harsh as
experienced by the developed nations. In India, real estate is one sector which experienced worst of economic
slowdown. However, your Company is exploring various sites for undertaking new projects.

The performance and outlook of the Company has been discussed in the Management Discussion and Analysis
Report, which is forming part of the Annual report

5. DIVIDEND:

In view of accumulated losses incurred by the Company, the Board does not recommend any Dividend for the
year ended 31^st March, 2024.

6. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company have occurred between
the end of the financial year of the Company on 31^st March, 2024 and on the date of this report.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture Company.

8. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Directors

There is no material change in Directors of the Company during the year.

(ii) Key Managerial Personnel

There is no material change in KMP of the Company during the year.

(iii) Declaration by an Independent Director(s)

The Company has complied with provisions of section 149(6) of the Companies Act, 2013. The Company has
also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act,
2013.

(iv) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance
evaluation of its own performance and other Directors. A separate exercise was carried out to evaluate the
performance of individual directors including the Chairman of the Board, who were evaluated on parameters
such as level of engagement and contribution, independence of judgment, promotion of participation by all
directors and developing consensus amongst the directors for all decisions.

10. MANAGEMENT'S DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is attached
with this Directors Report as Annexure-I.

11. NUMBER OF BOARD MEETINGS:

During the Financial year 2023-2024, the Board of Directors of the Company met Five (05) times respectively on
22^nd May, 2023, 14^th August, 2023, 07^th September ,2023, 16^th October, 2023, and 14^th February, 2024 and the
proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The maximum
gap between any two meetings was less than 120 days.

The attendance of the Directors at their Board Meetings is as under:

The Annual General Meeting during the year was held on Saturday, the 30^th September, 2023; the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose. No Extra-Ordinary General Meeting
was held during the financial year 2023-24.

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by your
Directors they make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and
hereby 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 as at 31^st March, 2024 and of the loss of the Company for the year ended on that date;

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 the

e. directors have laid down proper systems financial controls to be followed by the Company and that such

internal financial controls are adequate and were 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.

13. NOMINATION AND REMUNERATION COMMITTEE:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for
selection and appointment of Directors, senior management, key Managerial Personnel and their remuneration.
The Nomination and Remuneration Policy is uploaded on the website of the Company. Currently Nomination and
Remuneration Committee Consist of;

1. Mrs. Hiral Gandhi

2. Mr. Seiyam Shah

3. Ms. Simmy Arora

The Nomination and Remuneration Committee met twice (2) during the year on 14^th August, 2023 & 14^th February,
2024.

14. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies
Act, 2013. The, Company Secretary, Internal Auditors and Statutory Auditors are permanent invitees to the Audit
Committee meetings. The Members of the Committee are qualified, experienced and possess professional
knowledge with reference to powers, role and scope of the Committee and as such. Currently Audit Committee
Consist of;

1. Mr. Rajendra Shah

2. Mrs. Hiral Gandhi

3. Ms. Simmy Arora

4. Mr. Seiyam Shah

The Audit Committee met Five times (5) times during the year on 22^nd May, 2023, 14^th August, 2023, 07^st
September, 2023, 16^th October ,2023 and 14^th February, 2024.

15. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted pursuant to the provisions of Section 178 of the
Companies Act, 2013. Currently Stakeholders Relationship Committee consists of:

1. Mrs. Hiral Gandhi

2. Mr. Seiyam Shah

3. Ms. Simmy Arora

One Meeting of Stakeholders Relationship Committee was held on 14.02.2024 during the year.

16. LISTING OF SHARES:

Your Company's shares are listed on the BSE Limited. Your directors wish to state that the Equity Shares of your
Company are compulsorily traded in the dematerialized form w.e.f. 26/06/2000. Presently 71.47% of Equity
Shares which are held by Promoters and some of the Public shareholders are in electronic/dematerialized form.

17. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION 197(12) OF THE
COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT & REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules 2014.

18. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company promote ethical behaviour in all business activities and has put in place a mechanism for reporting
illegal and unethical behaviour.

The Board of Directors of the Company have, pursuant to the provision of Section 177(9) of the Companies Act,
2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil
Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures
adequate safeguards to employees and Directors from any victimization on raising of concerns of any violation
of legal regulatory requirements. No complaint has been received by the Chairman of the Audit Committee
during the year.

19. CORPORATE SOCIAL RESPONSIBILITY:

As per section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred Crore
or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during
the immediately preceding financial year shall constitute a Corporate

Social Responsibility Committee. Your Company does not fall under the said criteria hence, your company has
not formed Corporate Social Responsibility Committee.

20. RISK MANAGEMENT SYSTEM:

The Company has designed Risk Management policy and guidelines to avoid events, situations or circumstances
which may lead to negative consequences on the Company's business, and defined a structured approach to
manage uncertainty and to make use of these in their decision-making pertaining to its business and corporate
functions. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence
of the Company.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo etc. are given as under:

Energy Conservation: N.A.

Technology Absorption: N.A.

Foreign Exchange Earnings and outgo: Nil

22. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's business, size and
complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising
of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently and adequately
protected.

23. ANNUAL RETURN: WEB-LINK OF SUCH ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March,
2024 has been made under the Web-link of such annual return which forms part of this Report.

Link: MGT-7

24. SECRETARIAL STANDARDS:

It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.

25. GREEN INITIATIVES:

Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company has sent Annual Report through
electronic mode (email) to all the shareholders who have registered their email addresses with the Company or with
the Depository to receive the Annual Report through electronic mode to reduce consumption of paper. For members
who have not registered their email addresses, physical copies will be sent through a permitted mode.

26. AUDITORS:

I. STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Act and the Rules framed thereunder, M/s. "H. Tosniwal & Co.-
Chartered Accountants", Surat were appointed as statutory auditors of the Company from the conclusion of 39^th
Annual General Meeting for five Consecutive years. Auditors have confirmed their eligibility and submitted the
Certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.

The Statutory Auditor report does not contain any qualification, reservation or adverse remark. There was no
instance of fraud during the year under review which require the Auditors to report to the Audit Committee and
or Board under Section 143(12) of the Act and Rules framed thereunder.

II. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Act and the rules framed there under the Board has appointed Jigar
Vyas & Associates., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the
financial year 2023-24. The Secretarial Audit Report in Form MR-3 is annexed herewith as "Annexure II". The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

III. INTERNAL AUDITOR

The Board has appointed K P BHAGAT & Co., Chartered Accountant to undertake the Internal Audit of the
Company for the financial year 2024-2025.

IV. COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant
to the provision of the Companies (Cost Records and Audit) Rules, 2014.

27. HUMAN RESOURCES:

Employees are considered to be team members being one of the most critical resources in the business which
maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging
would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices
and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby
enhancing the contributory value of the Human Resources.

28. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of being environmentally clean and has safe operations. The
Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned,
compliance of environmental regulations and preservation of natural resources. There was no accident during
the year.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has an adequate system of internal financial controls commensurate with its size and nature of
business. Detailed procedures are in place to ensure that all assets are safeguarded and protected against losses,
all transactions authorised, recorded and appropriately reported. The internal control system is monitored and
evaluated by an Internal Audit team which interacts closely with the Audit Committee. No material issues in
relation to the adequacy of Company's control systems were raised during the year.

30. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company has taken loan from a Director of the Company during the year. The details are given in the notes
to Financial Statements.

31. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered with Related Parties for the year under review were on arm's length basis and in the
ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted.
Thus, disclosure in form AOC-2 is not required.

32. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

Disclosure as per the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013
is not applicable to the company.

33. DETAILS OF APLLICATION MADE OR PROCEEDING PENDING UNDERINSOLVANCY AND BANKRUPTCY
CODE2016.

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

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE
AVAILUNG LOAN FROM BANK AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loan taken from banks and financial
institution.

35. GENERAL DISCLOSURES:

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. The Company has not issued any shares with differential rights and hence no information as per provisions
of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under
review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4)
of Companies (Share Capital and Debentures) Rules, 2014 hence no information is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going
concern status and the Company's operations in future.

36. ACKNOWLEDGEMENT:

Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders,
customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors
also wish to place on record their appreciation for the committed services of all the Employees of the Company.

For and on behalf of the Board

Place: Surat For Megh Mayur Infra Limited

Date: 26.09.2024

Rajendra Shah

Chairman and Managing Director

(DIN: 01765634)