Madhav Infra Projects Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting the 32^nd Annual Report on the business and operations of the Company
together with the Audited Financial Statements for the Financial Year ended on March 31, 2025.

FINANCIAL HIGHLIGHTS

The Company''s financial performance (Standalone and Consolidated) for the Financial Year ended on March 31,
2025, along with the figures for previous Financial Year, is summarized below:

(Rs. in Crore) except per equity share data

Particulars	Year Ended on 31.03.2025	Year ended on 31.03.2024	Year Ended on 31.03.2025	Year ended on 31.03.2024
	Standalone Results		Consolidated Results
Net Sales/ Income from Operation	572.21	358.03	610.24	460.38
Other Income	5.56	5.06	5.94	6.13
Total Income	577.77	363.09	616.18	466.51
Profit before interest, Depreciation &	65.49	51.81	72.78	64.44
Less Interest (Financial Cost)	24.19	20.81	27.62	23.84
Depreciation	9.08	10.83	15.29	15.84
Profit Before Tax	32.22	20.18	29.87	24.76
Less Previous years Adjustments	-	-	-	-
Provision for Wealth Tax	-	-	-	-
Provision for Current year Income Tax	5.23	1.47	5.40	2.58
Net Profit after tax	26.99	18.70	24.47	22.19
Add: Balance carried from Profit & Loss	-	-	-	-
Less: Provision for earlier year taxation	-	-	-	-
Minority Interest
Share of Profit/(Loss)of Associates & JV
Add: Other Comprehensive Income	-	3.27	-	3.27
Net Profit after tax and adjustments	26.99	21.97	25.86	24.95
Dividends: Interim Dividend	-	-	-	-
Dividends: Final Dividend (Proposed)	-	-	-	-
Transferred to general Reserve	26.99	21.97	25.86	24.95
Balance carried to the balance sheet
EPS (Basic)	1.00	0.82	0.96	0.93
EPS (Diluted)	1.00	0.82	0.96	0.93

TRANSFER TO RESERVES

The Board of Directors have decided to transfer Rs. 26.99 Crore of the net profit after tax and adjustment for F.Y.
2024-25 in the General Reserve account.

OPERATION AND PERFORMANCE REVIEW

Standalone Results

The Company recorded revenues of Rs. 577.77 Crore in the year under review as against Rs. 363.09 Crore in the
previous year. The EBIDTA for the year was Rs. 65.49 Crore as compared to Rs. 51.81 Crore in the previous year. The
Profit after tax was Rs 26.99 crore against Rs. 21.97 Crore for the previous year. The Company''s net worth touched
Rs. 212.93 Crore as on March 31, 2025 from Rs. 185.95 Crore as on March 31, 2024.

Consolidated Results

The Company recorded revenues of Rs. 616.18 Crore in the year under review as against Rs. 466.51 Crore in the
previous year. The EBIDTA for the year was Rs. 72.78 Crore as compared to Rs. 64.44 Crore in the previous year. The
Profit after tax was Rs. 25.86 crore against Rs. 24.95 Crore for the previous year. The Company''s consolidated net
worth touched Rs. 214.03 Crore as on March 31, 2025 from Rs. 191.43 Crore as on March 31, 2024.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not
recommend any dividend for the year ended March 31, 2025. Your directors have not recommended dividend for
the period ended March 31, 2025.

PROJECT IMPLEMENTATION

During the review period, your company has been awarded work through various clients as outlined below:

Sr. No.	Project Details	Client
1	Earthwork & Blanketing etc. between Amjhera (excluding) - Sardarpur (including) section (18.46 KM) in connection with new BG line project between Dahod - Indore of Ratlam Division	Western Railway
2	75 MW Solar Power project in Gujarat	Gujarat Industries Power Company Limited (GIPCL)
3	15 MW Floating Solar Power Project at Chattigarh	NTPC Sail Power Co. Ltd

During the period under review, the following projects were ongoing:

Road Works

1. Construction of Bridges on State Highways and Major District Roads, Vidisha District, M.P., Package-IA

2. Construction of Bridges on State Highways and Major District Roads, Vidisha District, M.P., Package-1C

3. Construction of Bridges on State Highways and Major District Roads, Vidisha District, M.P., Package-1D

4. Construction of Bridges on State Highways and Major District Roads, Sagar District, M.P., Package-14 A II

5. Construction of Bridges on State Highways and Major District Roads, Sagar District, M.P., Package-15 A I

6. Construction of Bridges on State Highways and Major District Roads, Sagar District, M.P., Package-15 A II

7. Development of Aaron via Vidoriya Raghogarh & Ashok Nagar Aaron Road in the state of M.P., Package-14

8. Construction of Elevated Corridor on Raisen Gairatganj Rahatgarh Road in submergence area of Madhai Dam,
M.P.

9. Railway bridge and Road work between Dekakund to Tanda Road stations of Alirajpur - Tanda Road section,
M.P.

10. Construction of ROB on Damoh - Badakpur Road, Distt. Damoh, M.P.

11. Construction of ROB on Mugawali-Chanderi Road, Ashoknagar, M.P.

12. Construction of ROB on Guna Ashoknagar Road, Guna, M.P.

13. Construction of Railway Over Bridge in Liwu of LC no. 25 KM 1050/1-2 of Bina Katna Section between Sagar Bus
Stand to Sadar Bazar Road Near Dimple Petrol Pump, Sagar MP

Solar Projects

1. Design, Engineering, Supply and procurement, construction, erection, testing, Commissioning, operation and
maintenance of 35 MW Solar Photovoltaic grid connected Power Plant at Lakadiya of Bhachau Taluka of Kutchh
District in the state of Gujarat

2. Design, Engineering, Procurement & Supply, Construction & Installation, Commissioning, Associated
Transmission System And Operation & Maintenance of 15 Mw(AC) Solar Photovoltaic Grid- Connected Power
Plant at ONGC Vagra Site, Dist. Bharuch, Gujarat

3. 47.5 MW Solar Power project at various locations in Gujarat

4. 3.5 MW Solar Power Project at Chattar, Gujarat State Electricity Corporation Limited
SUBSIDIARY COMPANIES

The Company has several subsidiary companies engaged in infrastructure development and renewable energy
projects across India. These subsidiaries play a significant role in supporting the Company''s strategic objectives and
expanding its presence in key sectors.

The subsidiaries are primarily involved in the development, construction, and maintenance of highways, bridges, and
roads, thereby contributing to the ease of doing business and enhancing national connectivity. In addition, the Group
has also ventured into the renewable energy sector through its subsidiary, MI Solar (I) Private Limited, which is
actively engaged in the generation, trading, and transmission of solar energy.

As of the Financial Year ended on March 31, 2025, the Company had the following subsidiaries:

1. Madhav (Aaron Sindh Road) Private Limited

2. Badi Baktara Toll Private Limited

3. MI Solar (I) Private Limited

4. Seabird Exploration Private Limited

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statement
of the Company, which form part of this Annual Report. A detailed Financial Statement containing Subsidiaries in
prescribed format AOC-1, has been annexed as "Annexure A" to this report.

Moreover, we are pleased to inform you that your company has incorporated a new subsidiary dated April 19, 2025,
Rahatgarh Berkhedi Corridor Private Limited, as a Special Purpose Vehicle (SPV), for the execution of the Project -
Four Laning of section NH-146 from Rahatgarh (Design Chainage Km. 124 470) to Berkhedi (Design Chaingage Km.
134 549) in the state of Madhya Pradesh on Hybrid Annuity Mode under NH(O) (Project Length - 10.079 km), in the
manner which is compliant to the Concession Agreement with the Authority, and shall hold the equity as and when
subscribed in SPV in accordance with the provisions laid down in the said agreement. In addition, we have also
acquired shares of MSK Projects (I) Private Limited on April 09, 2025, making it a wholly-owned subsidiary.

CREDIT RATING

Your Company has been assigned the following credit ratings by CARE Ratings Limited for its bank facilities:

> Long-Term Bank Facilities of ^85.05 Crores:

CARE BBB; Stable

> Long-Term/Short-Term Bank Facilities of ^450.20 Crores:

CARE BBB; Stable / CARE A3

The rating of CARE A3 for the short-term facilities indicates an adequate degree of safety regarding timely servicing
of financial obligations, and the rated Letter of Credit (LOC) is considered to carry low credit risk. These ratings reflect
the creditworthiness of the Company as evaluated by CARE Ratings and take into account various financial,
operational, and business parameters.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place robust and integrated internal financial control systems commensurate with the size and
scale of its operations. These systems have been operating effectively throughout the year.

The Internal Audit function regularly evaluates the adequacy and effectiveness of internal controls, accounting
practices, and policies to ensure operational efficiency, adherence to Company policies, safeguarding of assets, and
prevention and detection of frauds and errors. Based on audit findings, corrective actions are implemented by the
respective process owners to further strengthen internal controls.

Significant audit observations and corrective measures are reviewed by the Audit Committee of the Board. The
Internal Audit function maintains its independence by reporting directly to the Chairperson of the Audit Committee.

The Company has established effective controls to ensure accurate and timely financial reporting, asset protection,
and the mitigation of risks. The Statutory Auditors, in compliance with Section 143(3)(i) of the Companies Act, 2013,
have confirmed the adequacy and operational effectiveness of these internal financial control systems.

DEPOSITS

The Company has not accepted any Deposit as defined under section 73 of the Companies Act, 2013 and rules
framed thereunder from the members or the general Public as on March 31, 2025. There are no small depositors in
the Company.

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security
provided as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 in Note No. 12 forming part of the Financial
Statements (Standalone and Consolidated).

LISTING OF SECURITIES OF THE COMPANY

Your Company is listed in Bombay Stock Exchange ("BSE") Limited and having Scrip Code is 539894. The Company
has paid the Annual Listing Fees to the Stock Exchange as required.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5), the Board confirm and submit the Directors'' Responsibility
Statement;

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with
proper explanation relating to material departures;

(b) 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 and Loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for
safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the Annual Accounts on a going concern basis; and

(e) the directors had laid down internal financial controls, which are adequate and operating effectively.

"Internal Financial Controls" means the policies and procedures adopted by the company for ensuring the orderly

and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information;

(f) 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.

EVALUATION OF BOARD AND SENIOR MANAGEMENT

Pursuant to the provisions of the Companies Act, 2013, and Regulation 17 of SEBI (Listing Obligations and Disclosers
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the
directors individually as well as the evaluation of the working of its committees. 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 above criteria are
based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January
5, 2017.

The performance of the committees was evaluated by the Board after seeking inputs from the Committee members.
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.
The Chairperson 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
Chairperson was evaluated, taking into account the views of executive directors and non-executive directors. Further,

the Nomination and Remuneration Committee has carried out the performance evaluation of Senior Management
including the Company Secretary and Chief Financial Officer of the Company. The manner in which the evaluation
was carried out has been explained in the Corporate Governance Report which forms a part of this report.

As on the date of this report, the following are the Key Managerial Personnel (KMP''s) of the company as per Section
2(51) and 203 of the Companies Act, 2013:

• Mr. Amit Khurana, Managing Director

• Mr. Rajendrasinh Kishorsinh Rana, Chief Financial Officer

• Ms. Khushbu Prakash Prajapati, Company Secretary

NUMBERS OF BOARD MEETINGS

The Board of Directors met 8 (Eight) times during the year under review on 10/05/2024, 05/08/2024, 06/08/2024,
29/08/2024, 04/09/2024, 24/10/2024, 27/12/2024 and 03/02/2025. The details of board meetings and the
attendance of the directors are provided in the Corporate Governance Report.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

We are pleased to announce the following changes in the appointments and resignations of Directors and Key
Managerial Personnel (KMP) during the year under review:

> Ms. Kinjal Khandelwal resigned from the position of Company Secretary and Compliance Officer of the Company
on December 26, 2024. Ms. Khushbu Prajapati, with Membership No. A63791, has been appointed as the
Company Secretary and Compliance Officer, effective December 27, 2024.

> Mr. Mayur Rajendrabhai Parikh, Ms. Pooja Rajeshkumar Shah, and Ms. Jaini Shaileshbhai Jain resigned from their
positions as Non-Executive Independent Directors of the Company on July 1, 2024. Mr. Shankar Prasad Bhagat,
Mr. Kamal Ashwinbhai Lalani, Mrs. Hiral Vinodbhai Patel have been appointed as Non-Executive Independent
Directors, effective August 5, 2024.

> Mr. Nikhil Kaushik was appointed as an Additional Non-Executive Independent Director on February 3, 2025. His
appointment was subsequently regularized and designated as a Non-Executive Independent Director with effect
from February 3, 2025, through a postal ballot.

The Company had obtained certificate from the Practicing Company Secretary on None of the Directors are
disqualified, Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the Corporate Governance
Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors of the Company have submitted their disclosure to the Board that they fulfil all the
requirements as to qualify for their appointment as an Independent Director under Section 149 (7) of the Companies
Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAME FOR INDEPENDENT DIRECTORS

Your company organizing Familiarization Programme time to time for Independent Directors newly appointed.
Further, your Company issue a formal letter of appointment delineation his/her Role, Function, Duties and
Responsibilities.

The details of the ratio of the remuneration of each director to the median remuneration of the employees and other
details as required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto in "Annexure B" and
forms part of this Report.

None of the employee was drawing in excess of the limits prescribed under section 197(12) of the Companies Act,
2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
referring to "Annexure B".

RELATED PARTY TRANSACTIONS

All related party transactions are presented to the Audit Committee and the Board for approval. For transactions that
are foreseeable and repetitive in nature, prior omnibus approval of the Audit Committee is obtained. Transactions
entered into under the omnibus approval are subsequently reviewed and approved by the Audit Committee and the
Board on a quarterly basis.

All contracts, arrangements, and transactions entered into by the Company during the previous financial year with
related parties were conducted in the ordinary course of business and on an arm''s length basis. The disclosures
related to material transactions are based on the threshold of 10% of consolidated turnover, with due consideration
given to the exemption for wholly owned subsidiaries under Section 188(1) of the Companies Act, 2013. Full
disclosure of related party transactions is provided in Note no. 46 of the Standalone Financial Statements, which
form part of this Annual Report.

In accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company submits related party transaction disclosures on a consolidated basis, along with its Standalone and
Consolidated financial results for the half-year. These disclosures are made in the format specified in the relevant
accounting standards and are submitted to the stock exchanges on the same day as the publication of the financial
results. The disclosures can also be accessed on the Company''s website at https://madhavcorp.com/i nvestors.html
The Company''s Policy on Materiality of Related Party T ransactions is available on the website as well.

All contracts or arrangements with related parties entered into during the financial year were at arm''s length and in
the ordinary course of business. Each such contract or arrangement was approved in advance by the Audit
Committee. No

material contract or arrangement with related parties was entered into during the year under review, and
consequently, there is no requirement to report any transaction in Form No. AOC-2, as stipulated under Section 134
of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014.

ANNUAL RETURN

In Accordance with the Companies Act, 2013 and applicable rules thereunder, the Annual Return in the prescribed
format is available at https://madhavcorp.com/investors.html

SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate
and operating effectively.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 mandate to formulations of certain
policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the
Companybelieved to retain and encourage high level of ethical standards in business transactions. All our Corporate
Governance Policies are available on our website https://madhavcorp.com/investors.html

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo,
as prescribed under Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014
is given as per "Annexure D" and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required in Regulation 34(3) read with Schedule V(B) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as "Annexure E" and forms
part of this Report.

AUDITORS AND THEIR REPORT

M/s. Shah & Kadam., Chartered Accountants (Firm Registration No. 117413W), who were appointed as the Statutory
Auditors of the Company at the 30^th Annual General Meeting of the Company for the Financial Year 2022-23 for
their first year to five financial years i.e., till the 35^th AGM of the Company.

The Auditors Report for Financial Year ended on March 31, 2025, does not contain any qualification, reservation or
adverse remark. The Auditors report enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Haresh Kapuriya (M. No.:
A26109, CP No.: 16749), Partner of M/s. KH & Associates, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company for the Financial Year 2024-25. The Report on the Secretarial Audit carried out by
the Secretarial Auditor, i.e., Mr. Haresh Kapuriya, Partner of M/s. KH & Associates, Practicing Company Secretaries,
during the Financial Year 2024-25 is annexed herewith as "Annexure F" The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

Further, as per Regulation 24A (1) of the Listing Regulations, the Company may appoint an individual for not more
than one term of five consecutive years and a Secretarial Audit Firm for not more than two terms of five consecutive
years as Secretarial Auditors of the Company with the approval of its shareholders in its Annual General Meeting. In
view of the same, your Directors, on the recommendation of the Audit Committee appointed M/s. KH & Associates,

Practicing Company Secretaries, for the first term of five consecutive years to carry out the Secretarial Audit of the
Company from Financial Year 2025-26 up to Financial Year 2029-30 and to fix their remuneration.

Members'' approval for appointment of M/s. KH & Associates, Practicing Company Secretaries, under Regulation
24A(1) of the Listing Regulations has been sought in the Notice convening the 32^nd Annual General Meeting of the
Company.

INTERNAL AUDITORS

M/s JHS and Associates LLP, Chartered Accountants (Firm Registration No. 133288W) had conducted the internal
audit of your Company for the Financial Year 2024-25.

Pursuant to provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, on the
recommendation of the Audit Committee, the Company has appointed M/s JHS and Associates LLP, Chartered
Accountants (Firm Registration No. 133288W) as the Internal Auditors for the Financial Year 2025-26.

The Company has received the consent from the respective firm for their said appointment.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014,
your Company has duly maintained the cost records as prescribed under the said rules. The cost audit for the
Financial Year 2024-25 of the said records was carried out by M/s. Kiran J Mehta & Co., Cost Accountants (Firm
Registration No. 000025), the Cost Auditors appointed by the Company.

Further, the Board on the recommendation of the Audit Committee has appointed M/s. Kiran J Mehta & Co., Cost
Accountants (Firm Registration No. 000025), as the Cost Auditors of the Company for the Financial Year 2025-26.
The Company has received the consent from them for their appointment. Accordingly, the Board of Directors
recommends to the Members, the resolution seeking approval of the members for ratifying the remuneration
payable to the Cost Auditors for FY 2025-26 as per details provided in the Notice of the ensuing Annual General
Meeting.

REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of Section 143 of the Companies Act, 2013, during the
financial year under review, to the Audit Committee or the Board of Directors.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, separate reports on Management
Discussion & Analysis and Corporate Governance together with a certificate from the Practicing Company Secretary
form part of this Report.

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable
relationship between the Company and its Stakeholders. A detailed report on Corporate Governance is annexed as
"Annexure G" to this Report along with the Auditors'' Certificate on its compliance by the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, and Companies (Corporate Social
Responsibility Policy) Rules, 2014, your Company has adopted CSR policy on the recommendation of the Members
of the CSR Committee and with the approval of the Board. The Company is committed to discharging its social
responsibility as a good corporate citizen. The CSR policy may be accessed on the Company''s Website at
https://madhavcorp.com/companypolicy.html

The Composition of the Committee and other details are provided in Corporate Governance Report, which is a part
of this Annual Report.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014
and amendments thereto, is given in "Annexure H", forming part of this report.

SIGNIFICANT AND MATERIAL EVENTS AND ORDERS

During the period under review, the Company had received an updated order from the Hon''ble NCLT dated August
8, 2024, allowing the Company to file the order of amalgamation of Madhav Heights Private Limited (CIN:
U45201GJ2010PTC061012), Madhav Urja Private Limited (CIN: U40106GJ2012PTC071267) and RB Realestate Private
Limited (CIN: U45200GJ2006PTC047686) with Madhav Infra Projects Limited (CIN: L45200GJ1992PLC018392). The
earlier NCLT order dated July 6, 2023, approving the Scheme, could not be filed due to certain technical issues. The
Company has accordingly filed the updated order with the Registrar of Companies during the period under review.

INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits,
etc. and other risks which considered necessary by the management.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted policy on prevention,
prohibition and redressal of sexual harassment at workplace in accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH ACT), and the rules
made thereunder. As required under law, an Internal Committee has been constituted for reporting and conducting
inquiry into the complaints made by the victim on the harassment at the workplace. During the year under review,
the Company has not received any complaints pertaining to sexual harassment.

The policy on Sexual Harassment at Workplace is placed on the Company''s website at the below mentioned link:
https://madhavcorp.com/companvpolicv.html

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their
concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The
Mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail the
mechanism.

The Vigil Mechanism/Whistle Blower Policy is available on Company''s website at the below mentioned link:
https://madhavcorp.com/companvpolicv.html

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and
Bankruptcy Code, 2016 as amended from time to time, before the National Company Law Tribunal (NCLT) or any
other Courts as on March 31, 2025.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial performance of the Company that occurred
during the Financial Year to which the Financial Statements relate and the date of this Report.

There is no change in the nature of business during the year under review.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from
investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your
Directors also thank the employees at all levels, our consistent growth was made possible by their hard work,
solidarity, cooperation and support.

By order of the Board of Directors of
Madhav Infra Projects Limited

Registered Office:

Plot No. 04, Madhav House,

Nr. Panchratna Building, Subhanpura,

Vadodara - 390023, Gujarat, India.

Mr. Ashok Khurana Mr. Amit Khurana

Date: August 02, 2025 Director & Chairperson Managing Director

DIN:00003617 DIN: 00003626

---

Mar 31, 2024

Your Directors have pleasure in submitting their 3^1st Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:—

(Rs. in Crore) except per equity share data

9.9Particulars	Year Ended on	Year ended on	Year Ended on	Year ended on
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
	Standalone Results		Consolidated Results
Net Sales/ Income from Operation	358.03	321.95	460.38	512.70
Other Income	50.67	28.71	6.13	28.85
Total Income	363.09	350.66	466.51	541.55
Profit before interest, Depreciation & Tax	51.81	74.93	64.44	86.42
Less Interest (Financial Cost)	20.81	22.13	23.84	25.25
Depreciation	10.83	11.11	15.84	13.17
Profit Before Tax	20.18	41.69	24.76	48
Less Previous years Adjustments	-	-	-	-
Provision for Wealth Tax	-	-	-	-
Provision for Current year Income Tax	1.47	9.60	2.58	11.43
Net Profit after tax	18.70	32.09	22.19	36.57
Add: Balance carried from Profit & Loss A/c	-	-	-	-
Less: Provision for earlier year taxation	-	-	-	-
Minority Interest				2.21
Share of Profit/ (Loss)of Associates & JV				(0.44)
Add: Other Comprehensive Income (OCI)	3.27	8.46	3.27	8.46
Net Profit after tax and adjustments	21.97	40.55	24.95	42.38
Dividends: Interim Dividend	-	-	-	-
Dividends: Final Dividend (Proposed)	-	-	-	-
Transferred to general Reserve	21.97	40.55	24.95	42.38
Balance carried to the balance sheet
EPS (Basic)	0.82	1.51	0.93	1.58
EPS (Diluted)	0.82	1.51	0.93	1.58

2. TRANSFER TO RESERVES

The Board of Directors have decided to transfer 21.97 Crore of the net profit after tax and adjustment for FY 2023-24 in the General Reserve account.

3. OPERATION AND PERFORMANCE REVIEW Standalone Results

The Company recorded revenues of Rs.363.09 Crore in the year under review as against Rs. 350.66 Crore in the previous year. The EBIDTA for the year was Rs. 51.81 Crore as compared to Rs. 74.93 Crore in the previous year. The Profit after tax was Rs 21.97 crore against Rs. 40.55 Crore for the previous year. The Company’s net worth touched Rs. 185.95 Crore as on March 31, 2024 from Rs. 165.34 Crore as on March 31, 2023.

Consolidated Results

The Company recorded revenues of Rs. 466.51 Crore in the year under review as against Rs. 541.55 Crore in the previous year. . The EBIDTA for the year was Rs. 64.44 Crore as compared to Rs. 86.42 Crore in the previous year. The Profit after tax was Rs. 24.95 crore against Rs. 42.38 Crore for the previous year. The Company’s consolidated net worth touched Rs. 188.49 Crore as on March 31, 2024 from Rs. 166.62 Crore as on March 31, 2023.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended March 31, 2024. Your Directors have not recommended dividend for the period ended March 31, 2024.

5. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, there is no unclaimed dividend due for remittance to the Investor Education and Protection Fund established by the Central Government.

6. PROJECT IMPLEMENTATION

During the year under review, Your Company has various projects through various clients were as under:

• Construction of Railway Over Bridge in liue of LC no. 25 in KM 1050 / 1-2 of Bina - Katni section between Sagar bus stand to sadar bazar road near dimple petrol pump in Sagar city Distt. Sagar (M.P.)

• Construction of Railway Over Bridge in Lieu of L.C. No. 47 / S.P.L. on Guna - Ashoknagar Road in Distt. Guna (M.P.)

• Construction of Railway Over Bridge in Lieu of L.C. No. 17, On Mugawli - Chanderi Road in Distt. Ashoknagar (M.P.)

• Construction of Railway Over Bridge in Liue of Level Crossing No. 70 in KM 1141 / 16-18 of Bina-Katni Track on Damoh-Bandakpur Road Distt. Damoh (M.P.)

• Earthwork in bank, cutting in all kind of soil / soft rock / hard rock and blanketing for formation, Yards, trolley refugees & bridge approaches etc. and construction of Minor Bridges, RUBs, Side drains, Toe Walls, Retaining Walls and protection works etc. from Km 89/000 to 101/280 between Dekakund to Tanda Road stations of Alirajpur - Tanda road section in connection with Construction of New BG line between Chhotaudepur Dhar.

• Construction of Elevated Corridor on Raisen-Gairatgang-Rahatgarh Road (Bina Irrigation Project)

(Our Share in Joint Venture 70%)

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: VIDISHA under Civil Contract Package No.-1A

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: VIDISHA under Civil Contract Package No.-1C.

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: VIDISHA under Civil Contract Package No.-1D.

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: SAGAR under Civil Contract Package No.-14 AII.

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: SAGAR under Civil Contract Package No.-15 AI.

• Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: SAGAR under Civil Contract Package No.-15 AII.

7. SUBSIDIARY COMPANIES

The Company have a Subsidiary Companies. All the Subsidiaries involved in the business of developing the infrastructure and Renewables at pan India. The mainly company doing an ease of business for Build, developing, Maintaining of highways, bridges and roads. MI Solar (I) Private Limited is engage in Business of Renewable energy through solar generation, trading and transmitting etc. The Company having following subsidiaries, during the year end.

1. Madhav (Aaron Sindh Road) Private Limited 2. Badi Baktara Toll Private Limited

3. MI Solar (I) Private Limited 4. Seabird Exploration Private Limited

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statement Company, which form part of this Annual Report. A detailed financial statement containing of Subsidiaries in prescribed format AOC-1, has been annexed as Annexure - A to this report.

8. CREDIT RATING

Your Company has been assigned a rating of CARE BBB- (Minus) for Long Term Bank Limits of Rs. 92.79 Crores and Long term/Short term Rs. 351.92 Crores CARE BBB- (Minus) /CARE A3. This credit rating assigned by CARE for the short term is CARE A3. The rated LOC carries lowest credit risk. The rating is assigned by CARE.

9. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is annexed to this Annual Report.

10. INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the management.

11. FIXED DEPOSITS

The Company has not accepted any Deposit as defined under section 73 of the Companies Act, 2013 and rules framed thereunder from the members or the general Public as on March 31, 2024. There are no small depositors in the Company.

12. PARTICULARS OF LOANS, GAURANTEES AND INVESTMENTS ^MIPL

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Note No. 12 forming part of the financial statements (Standalone and Consolidate).

13. LISTING OF SECURITIES OF THE COMPANY

Your Company is listed in Bombay Stock Exchange (“BSE”) Limited and having Scrip Code is 539894. The Company has paid the Annual Listing Fees to the Stock Exchange as required.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) the Board confirm and submit the Directors'' Responsibility Statement:—

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

(b) 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls, which are adequate and operating effectively.

“Internal Financial Controls” means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

(f) 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.

15. BOARD EVALUATION

SEBI (Listing Obligations and Disclosers Requirements) Regulations, 2015, mandates that, the Board has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. 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 above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members. 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. 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.

16. NUMBERS OF BOARD MEETINGS

The Board of Directors met 5(Five) times during the year under review. The details of board meetings and the attendance of the directors are provided in the Corporate Governance Report.

1. 13/06/2023, 2. 03/08/2023, 3. 31/08/2023, 4. 25/10/2023, 5. 07/12/2023, 6.05/01/2024 7. 29/01/2024

17. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Following Changes in appointment and resignation of Directors and Key Managerial Personal.

* On August 31, 2023, Mr. Dharmesh Chauhan resigned from the Post of Company Secretary and Compliance Officer of the Company and Ms. Kinjal Khandelwal, having membership no. - A59070 has been appointed as Company Secretary and Compliance Officer with effect from September 01, 2023.

*On January 29, 2024, Ms. Neelakshi Khurana was Appointed as Non-Executive, Non-Independent Director of the company and Mr. Amit Khurana Re-appointed as Managing director for 5 years on the board

The Company had obtain certificate from the Practicing Company Secretary on None of the Directors are disqualified, Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexure to the Corporate Governance Report.

18. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

All contracts/arrangements/transactions entered by the Company during the previous financial year with the related parties were in the ordinary course of business and on arm’s length basis. The above disclosures on material transactions are based on threshold of 10 percent of consolidated turnover and considering wholly owned subsidiaries are exempt for the purpose of Section 188(1) of the Act. The Company has made full disclosure of transaction with the related parties as set out in Note no. 51of the Standalone Financial Statement, forming part of Annual Report.

The Company in terms of the Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, submit same days on the date of publication of its Standalone and Consolidated financial results for the half year, disclosure of related party transaction on consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at http:/ /madhavcorp.com/ Certificateregulation23(9).html. The Company’s policy on Materiality of Related Party Transactions is available on the website of the Company.

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribe Form AOC- 2, has been annexed herewith as Annexure - B to this report.

19. ANNUAL RETURN

In Accordance with the Companies Act, 2013 and applicable rules thereunder, the Annual Return in the prescribed format is available at htttp://www.madhavcorp.com/investor/annualreport.html.

20. SECRETARIAL STANDARDS OF ICSI

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

21. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per ''Annexure C'' and forms part of the Directors'' Report.

22. AUDITOR''S AND THEIR REPORT

M/s. Shah & Kadam., Chartered Accountants (Registration No. 117413w), who were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting of the Company for the year 2022-23 for their first year to five financial years i.e, till the 35th AGM.

The Auditors report for financial year ended on March 31, 2024 does not contain any qualification, reservation or adverse remark. The Auditors report enclosed with the financial statements in the Annual Report.

23. SECRETARIAL AUDITORS

Mr. Haresh Kapuriya of M/s. KH & Associates, Practicing Company Secretaries, was appointed to conduct secretarial audit of the Company for the year ended on March 31, 2024, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report given by Secretarial Auditors in Form No. MR-3 has been annexed herewith as Annexure -D to this report.

The Board has appointed Mr. Haresh Kapuriya of M/s. KH & Associates, Practicing Company Secretaries, as secretarial auditor of the Company.

24. CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. Report on Corporate Governance and a Certificate from the secretarial Auditors M/s. K H & Associates, Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been annexed herewith as Annexure - E to this report.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated CSR policy as provided under Section 135 of the Companies Act, 2013. The Company is committed to discharging its social responsibility as a good corporate citizen. The Corporate Social Responsibility Report has been annexed herewith as Annexure- F to this report.

26. SIGNIFICANT AND MATERIAL EVENTS AND ORDERS

The Hon’ble National Company Law Tribunal, Ahmedabad Bench (‘NCLT’) has been passed order on August 08, 2024 for amalgamation of RB Real Estate Private Limited, Madhav Urja Private Limited, Madhav Heights Private Limited, the wholly owned subsidiaries with Madhav Infra Projects Limited.

27. DECLARATION BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under Section 149 (7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

28. FAMILIARIZATION PROGRAME FOR INDEPENDENT DIRECTORS

Your company organizing Familiarization programme time to time for Independent Directors newly appointed. Further your Company issue a formal letter of appointment delineation his/her Role, Function, Duties and Responsibilities.

29. PARTICULARS OF EMPLOYEES

None of the employee was drawing in excess of the limits prescribe under section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed herewith as Annexure - G to this report.

30. POLICIES

The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 mandate to formulations of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the Company believed to retain and encourage high level of ethical slandered in business transactions. All our Corporate Governance Policies are available on our website www.madhavcorp.com.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH ACT) and has also created an Internal Complaints Committee who directly reports to the Chairman & Managing Director. During the financial year ended March 31, 2024, the Company has not received any complaints pertaining to sexual harassment.

32. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thank the employees at all levels, our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors Madhav Infra Projects Limited

Date: May 10, 2024 Ashok Khurana

Place: Vadodara Chairman

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