The directors submit 17^th annual report of Crane Infrastructure Limited along with the audited
financial statements for the financial year ended March 31, 2025.

STANDALONE FINANCIAL RESULTS:

Dividend

The management wants that the profits
earned during the financial year will be
retained and redeployed for the operations
of the Company. As the Company needs
further funds to enhance its business
operations, upgrade the efficiency. No
dividend is being recommended by the
Directors for the Financial Year 2024-25.

Transfer to reserves

The Company proposes to retain an
amount of Rs. 66.36 lakhs in the profit
and loss account.

Share Capital

The paid up Equity Share Capital as on
31st March, 2025 was Rs. 7,24,20,000.
The Company has not issued shares with
differential voting rights nor granted stock
options nor sweat equity.

Company's performance

During the Year under review revenue
from operations for the financial year
2024-25 was 137.12 and for the previous
financial year 2023-24 was Rs.353.11
lakhs and it was decreased by (61.16 % )
over the previous.. Profit Before tax (PBT)
for the financial year 2024-25 was
Rs.85.04 Lakhs and for the previous
financial year 2023-24 was 187.13, it was

decreased by (54.55 %) over last year.
Profit After tax (PAT) for the financial
year 2024-25 was Rs.66.36 Lakhs and for
the previous financial year 2023-24 was
144.97.it was decreased by (54.22%) over
the last year. In the previous financial year
due to sale of the land inventory, the
revenue and profit of the company
increased significantly.

Opportunities & Industry out Look

The real estate is the second largest
employer after agriculture and is slated to
grow at 30% over the next decade. The
real estate sector comprises of four sub
sectors - housing, retail, hospitality, and
commercial. The growth of this sector is
well complemented by the growth of the
corporate environment and the demand for
office space as well as urban and semi¬
urban accommodations. The construction
industry ranks third among the 14 major
sectors in terms of direct, indirect and
induced effects in all sectors of the
economy. The global warehousing and
storage industry has witnessed significant
growth during the last five years. The
Indian warehousing industry is set to grow
at a CAGR of 8%-10% and modern
warehousing at 25%- 30% over the next 5
years due to various factors including the

anticipated increase in global demand,
growth in organized retail and increasing
manufacturing activities, presence of
extremely affordable and desirable e-
commerce options and growth in
international trade. The Government of
India along with the governments of the
respective states have taken several
initiatives to encourage the development in
the sector. The Smart City Project, where
there is a plan to build 100 smart cities, is
a prime opportunity for the real estate
companies. While Goods and Services Tax
(GST) continues to remain in a state where
several loose ends still need to be tied up,
logistics companies - both domestic and
global, are not just bullish about the sector
but are actively making investment plans
for the coming fiscals as well. It may
increase the demand of hi-tech large
modern Warehouses, Logistics Parks etc.
As India awaits policy reforms to pick up
speed, your Company firmly believes that
the demand for Real Estate &
Warehousing in India should remain
strong in the medium to long term.

Management Discussion & Analysis

A detailed Management Discussion and
Analysis forms part of this annual report,
which is attached to this Report in
Annexure II

Extract Of the Annual Return

Pursuant to Section 92(3) read with
Section 134(3) (a) of the Act, the Annual
Return as on March 31, 2025 is available
on the company’s website on

https://craneinfrastructure.com

Directors’ responsibility statement

Pursuant to Section 134(5) of the
Companies Act, 2013, the board of
directors, to the best of their knowledge
and ability, confirm that:

i. in the preparation of the annual
accounts, the applicable accounting
standards have been followed and there
are no material departures.

ii The directors had 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 of
the Company for that period;

iii. The directors had taken proper and
sufficient care for the maintenance of
adequate accounting records in accordance
with the provisions of the Act for
safeguarding the assets of the Company

and for preventing and detecting fraud and
other irregularities;

iv. The directors had prepared the annual
accounts on a going concern basis;

v. The directors had laid down internal
financial controls to be followed by the
Company and such internal financial
controls are adequate and operating
effectively.

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

Changes among Directors and key
managerial personnel

i. Mr.Ragav Kaliappan (Din: 02185155) was
appointed as non-executive independent
director by the board of the company on the
recommendation of the Nomination and
Remuneration Committee for a period of five
years. The Board has opinion that it is very
much beneficial to the company and therefore
it is desirable to appoint and avail his services
as an Independent Director. Accordingly, it
appointed Sri Ragav Kaliappan (Din:
02185155) as an Independent Director of the
Company, not liable to retire by rotation and
to hold office with effect from 29-08-2024 to
28-08-2029 for the first term of 5 (five)
consecutive years to the Board of the

Company and proposed for shareholders’
approval. The shareholders approved his
appointment in the 32nd annual general
meeting held on 27-09-2024 as an
Independent Director of the Company, not
liable to retire by rotation and to hold office
with effect from 29-08-2024 to 28-08-2029 for
the first term of 5 (five) consecutive years.

ii. Mr.Venkata Santhi Kumar.N (Din:
08949327) who was a non-executive
independent director of the company and who
was initially appointed in the board meeting of
30-08-2022 and later shareholders approved
the same appointment in their annual general
meeting on 26-9-2022 for a period of five
years since 30-08-2022 to 30-08-2027, was
resigned from his office/designation of non¬
executive independent director as on 11-09-24
due to his personal reasons.

iii. Re Appointment of Mr.Kothuri
Praveen (Din:07143744) as an
executive Director of the company and
Key Managerial Personnel (KMP),who
was reappointed in the board meeting
held on 29-03-2020 for a period of five
years since 31-03-2020 to 30-03-2025
and proposed same to the members for
their approval and same was approved
in their meeting held on 30-09-2020
and now as said his office was expired
on 31-03-2025, and board of directors

in their meeting held on 29-03-2025
appointed another period of Five (5)
years with effect from 31^st March 2025
to 30th March 2030 Subject to the
approval of members since his expertise
in various business fields like marketing
and finance etc.

iv. Re-Appointment of Sri CH.VSS
Kishore Kumar, Director of the company
(Din:01823606)as the Chief Financial
Officer (CFO) of the Company and
designated as Key Managerial Personnel
(KMP) of the company who was
reappointed in the board meeting held
on 29-03-2020 for a period of five years
since 31-03-2020 to 30-03-2025 and
whose office was expired on 30-03¬
2025, now as said his office was
expired on 30-03-2025, and board of
directors in their meeting held on 29¬
03-2025 appointed another period of
Five (5) years with effect from 31^st
March 2025 to 31^st March 2030 since
his expertise in the fields finance,
costing etc.

v. Retirement of Sri Bhaskara Rao Potti
(Din:01846243) who is a non-executive
Independent Director of the company
who was re-appointed by the members

of the company in the 12^th AGM held on
30-09-2020 for a period starting since
1-10-2020 to 30-03-2025.Hence he was
retired on 30-03-2025.

Directors Retired according to the
“Directors Liable to retire by Rotation”

I. Re appointment of Mr.GVSL Kantha Rao
(DIN: 01846224),director liable to retire by
rotation under the Articles of Association
of the Company, in 16^th Annual General
Meeting and being eligible, offer himself
for reappointment as Director. The
Shareholders approved his re-appointment
as a Director of the company at 16^th
Annual General Meeting of the company
held on 27.09.2024.

Directors Liable to Retire by Rotation
In the ensuing Annual General
Meeting:

Smt. Himaha Manepalli (DIN:
06505782),director liable to retire by
rotation in ensuing Annual General
Meeting being eligible, offer herself for
reappointment as a Director. The Board
recommends her re-appointment.

Meetings of the Board

During the Financial year 2024-25 eight
meetings of the board were held on the
following dates: 30-05-2024, 07-08-2024,
29-08-2024,11-09-224,19-09-2024,13-11-

2024, 12-02-2025 and 29-03-2025 with a gap
between not exceeding the period of 120
days between any of the two meetings as
prescribed under the Act and all the
members were present at the above
meetings, so the necessary quorum was
present for all the meetings.

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 (“SEBI”) under regulation
27 of the SEBI(LODR) Regulations
2015.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.

vi. During the year two separate meetings
of the independent directors were held on
31-05-2024 , and 28-03-2025 inter-alia to
review the performance of non¬
independent directors and the board as a
whole.

vii. The Board periodically reviews
compliance reports of all laws applicable
to the Company, prepared by the
Company.

Relationships between directors inter-se
Except the Two Independent Directors all
the other directors of the company are
having relationship with each other. i.e
relatives.

i. Observations of Board evaluation
carried out for the year: Nil

ii. Previous Years observations and actions
taken: Nil

iii. Proposed actions based current year
Observations: Nil

Policy on directors’ appointment and
remuneration and other details

The current policy is to have an
appropriate mix of executive and
independent directors to maintain the
independence of the Board, and separate
its functions of governance and
management. As on March 31, 2025, the
Board consists of six members, two of
them are independent directors. The Board
periodically evaluates the need for change
in its composition and size.

The policy of the Company on directors’
appointment and remuneration, including
criteria for determining qualifications,
positive attributes, independence of a
director and other matters provided under
Sub-section (3) of section 178 of the
Companies Act, 2013, adopted by the
Board is recommended by the Nomination

and Remuneration Committee. We affirm
that the remuneration paid to the directors
is as per the terms laid out in the
nomination and remuneration policy of the
Company.

Audit committee:

A. Brief description of terms of
reference

The Terms of Reference of this
committee cover the matters specified
for Audit Committee under Section 177
of the Companies Act,
2013SEBI(LODR) Regulations 2015
and as follows:

a. Oversight of the Company’s
financial reporting process and the
disclosure of its financial
information to ensure that the
financial statement is correct,
sufficient and credible.

b. Recommending the appointment
and removal of external auditor,
fixation of audit fee and also
approval for payment for any other
services.

c. Reviewing with management the
annual financial statements before

submission to the Board, focusing
primarily on:

> Any changes in accounting
policies and practices

> Major accounting entries based
on exercise of judgment by
management

> Qualifications in draft Auditors’
Report

> Significant adjustments arising
out of audit

> The going concern assumption

> Compliance with stock

exchange and legal
requirements concerning

financial statements

> Any related party transactions

i.e. transactions of the company
of material nature, with
promoters or the management,
their subsidiaries or relatives
etc., that may have potential
conflict with the interests of the
Company at large.

d. Reviewing the adequacy of internal
audit function, including the
structure of the internal audit
department, staffing and seniority
of the official heading the
department, reporting structure

coverage and frequency of internal
audit.

e. Discussion with internal auditors
of any significant findings and
follow up there on.

f. Reviewing the findings of any
internal investigations by the
internal auditors into matters where
is suspected fraud or irregularity
or a failure of internal control
systems of a material nature and
reporting the matter to the board

g. Discussion with external auditors,
before the audit commences, the
nature and scope of audit as well as
have post audit discussion to
ascertain any area of concern.

h. Reviewing the Company’s
financial and risk management
policies.

i. Reviewing with the management,
external and internal auditors, and
the adequacy of internal control
systems.

j. Other matters as assigned/specified
by the Board from time to time.

k. The scope of the Audit Committee
also includes matters which are set
out in SEBI (LODR) Regulations
2015, read with Section 177 of the
Companies Act, 2013 and the rules

made there under, as amended
from time to time.

B. Composition, Meetings and
Attendance during the year :

The Audit Committee comprises of
total three Non-Executive Directors
in which two are Independent
Directors and one director is non
executive non independent director
(woman director). The committee
comprises as follows:

1. Mr.Venkata Nageswara Rao.K (Chairman)

2. *Mr. Santhi Kumar.N -Member

3. Mrs.M. Himaja- Member

4. # Ragav Kaliappan-Member

On 19-09-2024 reorganization of the
committees was happened, since
*Mr.Santhi Kuamr.N resigned from his office
of Independent Directorship as on 11 -09-2024
which resulted automatic vacation from the
post of member of the committee.

# Mr.Ragav Kaliappan Non-Executive
independent Director was appointed as the
member of the audit committee on 19-09¬
2024.

The details of meetings and attendance of
its members are given below:

Five Audit committee meetings were held
during the year and the gap between two
meetings had not exceeded 120 days. The
dates on which the said meetings were
held on 30-05-2024, 07-08-2024, 19-09¬
2024, 13-11-2024 and 12-02-2025.The

necessary quorum was present for all the
meetings.

*Mr.Santhi Kumar who was the then member
of the committee before his resignation and re
organization of the committee, total two audit
committee meetings were held and he attended
all the meetings.

#Mr.Ragav Kaliappan who is the member of
the committee, after his appointment total
three audit committee meetings were held and
he attended all of the meetings.

Nomination and Remuneration
Committee (NRC)

(a) Terms of Reference

The Company had constituted the
Nomination and Remuneration Committee
under Section 178 of the Companies Act,
2013

The broad terms of reference are to
determine and recommend to Board,
Compensation payable to Executive
Directors, appraisal of the performance of
the Managing Directors / Whole-time
Directors and to determine and advise the
Board for the payment of annual
commission/compensation to the Non¬
Executive Director and to recommend to
the Board appointment/ reappointment and
removal of Directors. To frame criteria for

determining qualifications, positive
attributes and Independence of Directors
and to create an evaluation framework for
Independent Directors and the Board.
The scope of the Committee also includes
matters which are set out in SEBI (LODR)
Regulations 2015 and the rules made there
under, as amended from time to time

(b) Composition, Meetings and
Attendance during the year

The Nomination and Remuneration
Committee comprises of total three Non¬
Executive Directors in which two are
Independent Directors and one director is
non executive non independent director
(woman director).

.The committee comprises as follows:

1. Mr.Venkata Nageswara Rao.K (Chairman)

2. *Mr. Santhi Kumar.N -Member

3. Mrs.M. Himaja- Member

4. # Ragav Kaliappan-Member

On 19-09-2024 reorganization of the
committees was happened, since
*Mr.Santhi Kuamr.N resigned from his office
of Independent Directorship as on 11 -09-2024
which resulted automatic vacation from the
post of member of the NRC committee.

# Mr.Ragav Kaliappan Non-Executive
independent Director was appointed as the
member of the NRC committee on 19-09¬
2024.

The details of meetings and attendance of
its members are given below:

Five Audit committee meetings were held
during the year and the gap between two
meetings had not exceeded 120 days. The
dates on which the said meetings were
held on 30-05-2024, 07-08-2024, 19-09¬
2024, 13-11-2024 and 12-02-2025.The
necessary quorum was present for all the
meetings.

*Mr.Santhi Kumar who was the then member
of the committee before his resignation and re
organization of the committee, total two NRC
committee meetings were held and he attended
all the meetings.

#Mr.Ragav Kaliappan who is the member of
the committee, after his appointment total
three NRC committee meetings were held and
he attended all of the meetings.

(c) Selection and Evaluation of
Directors:

The Board has based on recommendations
of the Nomination and Remuneration
Committee, laid down following policies:

1. Policy for Determining Qualifications,
Positive Attributes and Independence of a
Director

2. Policy for Board & Independent
Directors’ Evaluation

(d) Performance Evaluation of Board,
Committees and Directors

Based on the criteria laid down in the
Policy for evaluation of Board and
Independent Directors, the Board carried
out the annual performance evaluation of
Board Committees and the Independent
Directors, whereas at a separate meeting,
Independent Directors evaluated the
performance of Executive Directors,
Board as a whole and of the Chairman.
Nomination and Remuneration Committee
also evaluated individual directors’
performance.

i) As per the said Policy, evaluation
criteria for evaluation Board inter alia
covers: Composition in light of business
complexities and statutory requirements;
establishment of vision, mission,
objectives and values for the Company;
laying down strategic road map for the
Company & annual plans; growth attained
by the Company; providing leadership and
directions to the Company and employees;
effectiveness in ensuring statutory
compliances and discharging its duties /
responsibilities towards all stakeholders;
Identification, monitoring & mitigation of
significant corporate risks; composition of
various committees, laying down terms of
reference and reviewing committee’s
working etc.

ii) Performance evaluation criteria for
Executive Directors inter alia include:
level of skill, knowledge and core
competence; performance and
achievement vis-a-vis budget and
operating plans; Effectiveness towards
ensuring statutory compliances;
discharging duties/responsibilities towards
all stakeholders; reviewing/monitoring
Executive management performance,
adherence to ethical standards of integrity
& probity; employment of strategic
perception and business acumen in critical
matters etc.

iii) Performance of Independent Directors
is evaluated based on: objectivity &
constructively while exercising duties;
providing independent judgment on
strategy, performance, risk management
and Board’s deliberations; devotion of
sufficient time for informed decision
making; exercising duties in bona fide
manner; safeguarding interests of all
stakeholders, particularly minority
shareholders; upholding ethical standards
of integrity & probity; updating
knowledge of the Company & its external
environment etc

iv) Committees of the Board are evaluated
for their performance based on:
effectiveness in discharging duties and
functions conferred; setting up and
implementation of various policies,
procedures and plans, effective use of
Committee’s powers as per terms of
reference, periodicity of meetings,
attendance and participation of committee
members; providing strategic guidance to
the Board on various matters coming
under committee’s purview etc

(e) Remuneration Policy for Directors:

The Committee has formulated Policy for
Remuneration of Directors, KMP & other
employees. As per the Policy,
remuneration to Non-executive
Independent Directors includes:

a. Sitting Fees for attending meetings of
the Board as well as Committees of the
Board, as decided by the Board within the
limits prescribed under the Companies
Act.

b. Travelling and other expenses they
incur for attending to the Company’s
affairs, including attending Committee and
Board Meetings of the Company. ¹

The appointment and remuneration of
Executive Directors including Managing
Director, Joint Managing Director and
Whole Time Director is governed by the
recommendation of the Remuneration and
Nomination Committee, resolutions
passed by the Board of Directors and
Shareholders of the Company. The
remuneration package of Managing
Director, Joint Managing Director and
Whole Time Director comprises of salary,
perquisites, allowances and other
retirement benefits as approved by the
shareholders at the General Meetings of
the Company.

• Remuneration to Non-Executive
Directors:

The Non-Executive Directors are paid
remuneration by way of Sitting Fees. The
Non Executive Directors are paid sitting
fees for each meeting of the Board and
Committee of Directors attended by them.

Stakeholders’ Relationship

Committee (SRC):

The Company has a stakeholders’
relationship committee of directors to look
into the redressal of complaints of
investors.

i. The stakeholder’s relationship
committee of the Company is
constituted in line with the
provisions of read with Section 178
of the Companies Act and
Regulation 20 of the SEBI (LODR)
Regulations 2015.

Composition, Meetings and Attendance
during the year

The Committee comprises of total three
Non-Executive Directors in which two are
Independent Directors and one director is
non-executive non independent director
(woman director).

1. Mr.Venkata Nageswara Rao.K (Chairman)

2. ¹Mr. Santhi Kumar.N -Member

3. Mrs.M. Himaja- Member

4. # Ragav Kaliappan-Member

On 19-09-2024 reorganization of the
committees was happened, since
*Mr.Santhi Kuamr.N resigned from his office
of Independent Directorship as on 11 -09-2024
which resulted automatic vacation from the
post of member of the SRC committee.

# Mr.Ragav Kaliappan Non-Executive
independent Director was appointed as the

member of the SRC committee on 19-09¬
2024.

The details of meetings and attendance of
its members are given below:

Six Stake Holders Relationship Committee
meetings were held during the year and the
gap between two meetings had not
exceeded 120 days. The dates on which
the said meetings were held on 30-05-

2024,03-07-2024,19-09-2024,15-10-2024
26-12-2024 and 12-02-2025. The
necessary quorum was present for all the
meetings.

*Mr.Santhi Kumar who was the then member
of the committee before his resignation and re
organization of the committee, total two SRC
committee meetings were held and he attended
all the meetings.

#Mr.Ragav Kaliappan who is the member of
the committee, after his appointment total four
SRC committee meetings were held and he
attended all of the meetings.

Particulars of Employees and Related
Disclosures

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

a. The ratio of the remuneration of each
director to the median remuneration of the
employees of the Company for the
financial year: NIL

During the financial year 2024-25 The
Company has not paid any remuneration
to Non- Executive Directors

b. The percentage increase in
remuneration of each director, chief
executive officer, chief financial officer,
company secretary in the financial year:
Nil

c. The percentage increase in the median
remuneration of employees in the financial
year: Nil

d. The number of permanent employees on
the rolls of Company: 1

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

Revenue Rs.137.12 Lakhs

Remuneration of KMPs as a percentage
of revenue: 2.18%

f. Variations in the market capitalization of
the Company, price earnings ratio as at the
closing date of the current financial year
and previous financial year.

Increase in the managerial remuneration
for the year was: Nil

There were no exceptional circumstances
for increase in the managerial
remuneration

g. Comparison of each remuneration of the
key managerial personnel against the
Performance of the Company:

h. Affirmation that the remuneration is as
per the remuneration policy of the
Company:

The Company affirms remuneration is as
per the remuneration policy of the
Company.

i. The statement containing particulars of
employees as required under Section
197(12) of the Act read with Rule 5(2) of
the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014: NA

Statement on Declaration Given By
Independent Directors:

In terms with Section 149 (7) of the
Companies Act, 2013, All the Independent
Directors of the Company have declared
that they meet the criteria of Independence
in terms of Section 149(6) of the
Companies Act, 2013 and SEBI (LODR)
regulations, 2015. Hence that there is no
change in status of Independence.

It is confirmed that Independent Directors
have complied with the Code for

Independent Directors prescribed in
Schedule IV to the Act web link where
details of familiarisation programmes
imparted to independent directors is

disclosed: https://craneinfrastructure.com

Meetings of the Independent Directors

During the year under review, two
meetings of independent directors were
held on 31-05-2024, and 28-03-2025 in
compliance with the requirements of
schedule IV of the companies act,
2013.The Independent Directors at the
meeting, inter alia, reviewed the

Performance of Non-Independent
Directors and Board as a whole.

Performance of the Chairperson of the
Company, taking into account the views of
Managing Director and Non-Executive
Directors and Assessed the quality,
quantity and timeliness of flow of
information between the Company
Management and the Board that is
necessary for the Board to effectively and
reasonably perform their duties.

Auditors

Pursuant to the provisions of Section 139
of the Act and the rules framed there under
M/s Pundarikakshyam & Associates (ICAI

Registration No.0011330S)., Chartered
Accountants, as statutory auditors of the
company for a period of five consecutive
years from the conclusion of 13^th annual
general meeting of the company held on
30-09-2021,till the conclusion of 18^th
annual general meeting to be held in the
year 2026,for this the share holders of the
company had given their consent by way
ordinary resolution in the annual general
meeting held on 30-09-2021.

In accordance with the Companies
Amendment Act, 2017, enforced on 7th
May, 2018 by the Ministry of Corporate
Affairs, the appointment of Statutory
Auditors is not required to be ratified at
every Annual General Meeting. The
Report given by the Auditors on the
financial statement of the Company is part
of this Report.

Auditors report

There has been no qualification,
reservation, adverse remark or disclaimer
given by the Auditors in their Report.
Auditors report is given as an Annexure-
V which forms part of this report.

The statutory auditors of the company
have not reported any fraud as specified
under the second provision of section
143(12) of the companies act 2013

(including any statutory modification(S) or
re-enactment(S) for the time being in
force.

Secretarial Auditors

Pursuant to provisions of Section 204 of
the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules 2014, your Company engaged the
services of M/s. K. Srinivasa Rao&
Nagaraju Associates; Company Secretaries
in Practice, Vijayawada has conducted the
Secretarial Audit of the Company for the
financial year ended March 31, 2025.

Secretarial Audit Report:

The detailed reports on the Secretarial
Audit in Form MR- 3 are appended as an
Annexure VI to this Report. There were no
qualifications, reservations or adverse
remarks given by Secretarial Auditors of
the Company. Nil

Clarifications if any on Secretarial
Audit report or annual secretarial
compliance report: Nil

Cost Audit

Cost Audit was not applicable to the
Company for the Financial Year 2024-25.

Risk management

The Board of the Company has formed a
risk management committee to frame,
implement and monitor the risk
management plan for the Company. The
committee is responsible for reviewing the
risk management plan and ensuring its
effectiveness. The audit committee has
additional oversight in the area of financial
risks and controls. Major risks identified
by the businesses and functions are
systematically addressed through
mitigating actions on a continuing basis.
The development and implementation of
risk management policy has been covered
in the management discussion and
analysis, which forms part of this report.

Particulars of loans, guarantees and
investments

There were no loans, guarantees and
investments made during the financial
year.

Transactions with related parties

None of the transactions with related
parties falls under the scope of Section
188(1) of the Act. Information on

transactions with related parties pursuant
to Section 134(3)(h) of the Act read with
rule 8(2) of the Companies(Accounts)
Rules, 2014 are given in Annexure I in
Form AOC-2 and the same forms part of
this report.

Corporate social responsibility

Your Directors are pleased to inform that
the provisions of section 135 of the Act,
read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not
applicable to the Company.

Deposits from public

The Company has not accepted any
deposits from public and as such, no
amount on account of principal or interest
on deposits from public was outstanding
as on the date of the balance sheet.

Un-secured loans taken from the
Directors

During the year the company has not
received any un- secured loans from the
directors.

Internal financial control systems and
their adequacy

Based on the framework of internal
financial controls and compliance systems

established and maintained by the
Company, work performed by the internal,
statutory and secretarial auditors and
external consultants and the reviews
performed by management and the
relevant board committees, including the
audit committee, the board is of the
opinion that the Company’s internal
financial controls were adequate and
effective during the financial year 2024¬
25.

Conservation of energy, technology
absorption, foreign exchange earnings
and outgo Conservation of energy:

CIL continues to work on reducing carbon
footprint in all its areas of operations
through initiatives like

(a) green infrastructure,

(b) Procurement of renewable energy
through onsite solar power generating
units. CIL continues to add LEED certified
green buildings to its real estate portfolio,
but during the year no Procurement of
renewable energy through onsite solar
power generating units were made.

Technology absorption, adaption and
innovation:

The Company endeavour’s to adopt the
using of latest technologies for improving
the productivity and quality of its services,

but during the year no new technology
absorption, adaption and innovation was
made.

Foreign exchange earnings and outgo

Foreign exchange earnings and outgo
Export in financial year 2024-25: Nil

Material changes and commitments, if
any, affecting the financial position of
the company which have occurred
between the end of the financial year of
the company to which the financial
statements relate and the date of the
report:

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

Significant and material orders passed
by the regulators or courts or tribunals
impacting the going concern status of
the company.

There are no significant and material
orders passed by the Regulators or Courts
or Tribunals which would impact the
going concern status of the Company

Prevention of Sexual Harassment of
Women at Workplace

Your directors confirm that the company
has adopted a policy regarding the
prevention of sexual harassment of women
at work place and has constituted Internal
Complaints Committees (ICC) asper the
requirement of The Sexual Harassment of
Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘Act’)
and Rules made there under, your
Company.

(i) number of complaints filed during the
financial year; Nil

(ii) number of complaints disposed of
during the financial year; Nil

(iii) number of complaints pending as at
the end of the financial year: Nil

Human resources

Your Company treats its “human
resources” as one of its most important
assets. Your Company continuously
invests in attraction, retention and
development of talent on an ongoing basis.
A number of programs that provide
focused people attention are currently
underway. Your Company thrust is on the
promotion of talent internally through job
rotation and job enlargement.

Report on Corporate Governance

Your Directors are pleased to inform that
as per SEBI Amended Circular No.
CIR/CFD/POLICY CELL/7/2014 dated
September 15, 2014, compliance with the
provisions of Corporate Governance was
not be mandatory for the Company for the
financial year 2024-25.

Vigil Mechanism

The company had set up vigil mechanism
to enable the employees and directors to
report genuine concerns and irregularities,
if any in the company, noticed by them.
The Whistle Blower Policy/ vigil
mechanism (as amended) has been posted
on the Website of the Company
(https://craneinfrastructure.com) and also
given as Annexure III in this report.

Transfer of Amounts to Investor
Education and Protection Fund

Your Company did not have any funds
lying unpaid or unclaimed for a period of
seven years. Therefore there were no funds
which were required to be transferred to
Investor Education and Protection Fund
(IEPF).

Details of Demat suspense account and
unclaimed suspense account: Nil

Disclosures pertaining to the sexual
harassment of women at workplace
(prevention, prohibition and redressal)
act, 2013 :

Your directors confirm that the Company
has adopted a policy for prevention of
Sexual Harassment of Women at
workplace and has set up Committee for
implementation of said policy. Your
directors confirmed that 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.
During the year Company has not received
any complaint of harassment.

(j) Number of employees as on the
closure of financial year:

Affirmation on Compliance with the
Maternity Benefit Act, 1961

In accordance with the provisions
introduced under the Companies
(Accounts) Second Amendment Rules,
2025, the Board of Directors hereby
affirms that the Company has duly
complied with all applicable requirements
under the Maternity Benefit Act, 1961, as
amended.

The Company remains steadfast in its
commitment to fostering an equitable,
inclusive, and legally compliant
workplace. In furtherance of this, all

benefits mandated under the Act—such as
paid maternity leave, medical bonus,
prescribed nursing breaks, and provision
of creche facilities in eligible

establishments—have been implemented
in both letter and spirit.

The Board recognizes that adherence to
the Maternity Benefit Act is not merely a
statutory obligation, but also a reflection
of the Company’s broader ethos of
safeguarding employee welfare, promoting
work-life balance, and supporting women
in the workforce through all stages of
maternity and motherhood.

Public Deposits:

During the year under review, your
Company has not accepted any deposit
within the meaning of Sections 73 and 74
of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits)
Rules, 2014 (including any statutory
modification(s) or re-enactment(s) for the
time being in force).

The Company has not invited or accepted
any deposits from the public or its
members;

i. No amount has been received by
the Company that would be classified as a
‘deposit’ under the said provisions;

ii. There were no outstanding deposits
as on the date of the Balance Sheet;

iii. There has been no default in
repayment of deposits or in payment of
interest thereon;

iv. The Company has not accepted any
deposit in contravention of the provisions

of the Companies Act, 2013 and the Rules
made thereunder.

Accordingly, the disclosure requirements
under Rule 8 of the Companies (Accounts)
Rules, 2014 are not applicable to the
Company for the year under review.

Proceedings under IBC against the
company pending if any: Nil

Acknowledgement

The directors thank the Company’s
employees, customers, vendors, investors
and academic institutions for their
Continuous support. The directors also
thank the government of various countries,
government of India, the governments of
various states in India and concerned
government departments / agencies for
their co-operation. The directors
appreciate and value the contributions
made by every member of the Crane
Infrastructure Limited.

For and on behalf of the board of
Crane Infrastructure Limited
Sd/-

(K.Praveen)

Executive Director
(Din:07143744)

Place: Guntur
Date:30.08.2025

1

Remuneration to Executive
Directors: