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Advait Infratech Ltd			Industry : Construction


BSE Code:	543230	NSE Symbol:	Not Listed	P/E(TTM):	71.61

ISIN Demat:	INE0ALI01010	Div & Yield %:	0.08	EPS(TTM):	23.8

Book Value(Rs):	145.1489978	Market Cap ( Cr.):	1840.64	Face Value(Rs):	10

Change Company

To,

The Shareholders,

Advait Infratech Limited

Ahmedabad

Your Directors are pleased to present the 14th Annual Report on the business performance and operations of your company together with the Audited Financial Statements and the Auditor's Report for the financial year ended 31st March, 2024. The consolidated performance of the company and its associates has been referred to whenever required

FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summarized financial results of the company for the period ended 31st March, 2024 are as follows:

( in lakhs)

Financial Year Particulars	Audited Standalone		Audited Consolidated
Financial Year Particulars	As on 31st March, 2024	As on 31st March, 2023	As on 31st March, 2024	As on 31st March, 2023
Revenue from operations	20743.95	10306.66	20884.61	10419.38
Total expenditure before finance cost, depreciation (net of expenditure transferred to capital)	17283.22	8571.43	17271.54	8761.38
Operating profit	3460.73	1735.23	3613.07	1658.00
Add: Other income	248.13	153.75	287.73	173.76
Profit before finance cost, depreciation, exceptional items and tax	3708.86	1888.98	3900.80	1831.76
Less: Finance cost	658.42	248.80	690.80	265.27
Profit before depreciation, exceptional items and tax	3050.44	1640.18	3210.00	1566.49
Less: Depreciation and amortisation expenses	175.23	286.77	263.80	369.21
Profit before, exceptional items and tax	2875.21	1353.41	2946.20	1197.28
Add/(Less): Exceptional items	0.00	0.00	0.00	0.00
Profit before tax	2875.21	1353.41	2946.20	1197.28
Less: Tax Expense	741.75	353.32	758.21	353.32
(A) Profit /(Loss) for the period attributable to:	2133.46	1000.09	2187.99	843.96
Owners' of the Company	2133.46	1000.09	2187.81	843.96
Non-controlling interests	0.00	0.00	0.19	0.00
(B) Total other comprehensive income	-0.85	11.80	-0.44	12.76
(C) Total comprehensive income for the period (A+B)	2132.61	1011.85	2187.55	856.72
Retained earnings balance brought forward from the previous year	4182.65	3632.63	3564.35	3169.51
Add: Profit for the period	2133.46	1000.09	2187.81	843.96
Add: Other Comprehensive Income recognised in Retained Earnings	(0.85)	0.00	(0.44)	0.95
Add/(Less): Any Other Adjustment	110.92	110.92	571.98	110.93
Add/(Less): Changes in capital structure and other movement within equity	0.00	(510.00)	0.00	(510.00)
Balance	6426.18	4233.64	6323.70	3615.35
Which the Directors have apportioned as under to:-
Dividend on Equity shares	0.00	51.00	0.00	51.00
Retained Earnings: Balance to be carried forward	6426.18	4182.65	6323.70	3564.35

NATURE OF BUSINESS:

Advait Infratech engaged in the manufacturing and supply of power transmission products such as Stringing Tools, OPGW (Optical Fibre Ground Wire), OFC cables, ACS (Aluminium Clad Steel Wire), ERS (Emergency Restoration System), and OPGW joint boxes which are the products and solutions tailored for power transmission, substation, and telecommunication infrastructure. Our operations span various verticals such as manufacturing, EPC of our manufactured products in transmission and telcom sector, and green energy.

Notably, our commitment to innovation and focus on import substitution though manufacturing has led us to foray into green energy, marking our entrance into the supply of electrolysers and fuel cells in 2023. Furthermore, Advait through AGPL has initiated to provide carbon neutrality, consultancy and developing tools for the same. we are in process achieving greater heights in deepen and broaden our product & service base for high capacity conductors, OPGW, fuel cells manufacturing, ammonia solutions and product base GH2 turnkey solutions.

Apart from the above addition to business through subsidiary, there was no change in the business of the company during the year under review.

STATE OF COMPANIES AFFAIRS:

On a Standalone basis the total income for the financial year 2023-24 under review was 20992.08 lakhs as against

10460.40 lakhs for the previous financial year, registering

an increase of 100.68% The profit before tax from continuing operations including exceptional items was 2875.21 lakhs for the financial year 2023-24 under review as against

1353.41 lakhs for the previous financial year, registering a growth of 112.44%. The profit after tax from continuing operations including exceptional items was 2133.46 lakhs for the financial year 2023-24 under review as against

1000.09 lakhs for the previous financial year, registering a growth of 113.32 %.

On a Consolidated basis the total income for the financial year 2023-24 under review was 21172.35 lakhs as against

10593.14 lakhs for the previous financial year, registering

an increase of 99.87%. The profit before tax from continuing operations, including exceptional items, was 2946.20 lakhs for the financial year 2023-24 under review as against

1197.28 lakhs for the previous financial year registering a growth of 146.07%. The profit after tax from continuing operations including exceptional items was 2187.99 lakhs for the financial year under review as against 843.96 lakhs for the previous financial year registering a growth of 159.25%

The company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

BUSINESS OUTLOOK:

During the year under review, our company has ventured into Green Hydrogen production technologies and end to

end services, positioning itself as a comprehensive solution provider through incorporating an wholly owned – subsidiary "Advait GreEnergy Private Limited".

The Company is also planning to set forward into Carbon Credit Market which will add value to the company by giving it access to new markets and a competitive advantage and build reputation as environmentally responsible organization. We also plan to develop cleantech tools.

Generally, the Board is fairly enthusiastic about the future and working on targets for upcoming years. Your Directors are making all good efforts to achieve the better results in years to come.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY :

There have been following material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and up to the date of this report:

The Company has incorporated 2 wholly owned subsidiary –

Advait Energy holding AS – Overseas Subsidiary in Norway on 4th July, 2024 through which company look forward to achieve the objective of strategic collaboration and investments, services, marketing, manufacturing and exchanging technical know-how in the space of the green hydrogen ecosystem. The Company has also, decided to Invest further amount of upto 5 million USD in this subsidiary through the appropriate way as may be decided by the board of Directors.
A&G Hydrogen Technologies Private Limited in Indian Subsidiary on 27th July, 2024 with its main activity as

to engage in the Manufacturing and assembling, integral Supplies and trading of green tech equipment and products to cater the requirements of Green Ammonia, Green Hydrogen and Green Methanol projects, which have the potential to provide a clean and sustainable source of feedstock and fuel to the hard-to decarbonize/ hard-to-abate industrial sectors like steel petrochemicals, and refining.
To forge key partnerships and joint ventures with international players across the Green Energy value chain and offer our customers a single-point integrated solution that satisfies their market expectations.

Apart from this, there have been no material changes and commitments 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 this Report.

DIVIDEND:

The Board of Directors has recommended a dividend of

1.50/- (Rupees One and fifty paisa only) per equity share of 10/- (Rupees Ten) each fully paid-up of the Company for the financial year 2023-24. Dividend is subject to approval of members at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of income tax at source. The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at Microsoft Word - Dividend Distribution Policy (advaitinfra.com).

SHARE CAPITAL:

During the year under report, there was no change in the issued, subscribed and paid-up capital of the Company. Issued, subscribed and paid-up capital of the Company is

10,20,00,000/- divided into 1,02,00,000 equity shares of

10/- each

The above Equity shares have been listed on the Main Board of the Bombay Stock Exchange.

MIGRATION OF SHARES

As the members are aware the listing on main board of Bombay Stock Exchange of India brings the exposure and also new investor participation. Thus, for providing enhanced liquidity, better realization etc. to all the stakeholders of the company.

The company has obtained necessary approval for migration of its shares from BSE SME platform to the main board platform of BSE. The shares are being traded on main board from 17th July, 2023.

TRANSFER TO RESERVES

There is no requirement for transfer of the profit to the general reserves, therefore to provide an open-ended opportunity to utilize the profits towards the company's activities, during the year under review the Board have not considered it appropriate to transfer any amount to the general reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (‘the IEPF Rules'), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

MANAGEMENT DISCUSSION AND ANALYSIS In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with

Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Management's discussion and analysis is set out in this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI").

The detailed Corporate Governance Report of the Company in pursuance of the SEBI Listing Regulations forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is enclosed to the Corporate Governance Report.

FINANCIAL STATEMENT

NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARD (IND-AS) FOR YEAR 2022-23 AND CHANGE IN ACCOUNTING STANDARDS (IND-AS) FROM YEAR 2023-24.

The Company, during the year under the review has, pursuant to the migration of the Company from BSE SME platform to Main Board BSE platform has adopted the Indian accounting standard ("IND-AS") prescribed under section 133 of the Companies' Act, 2013 read with relevant rules issued there under and in terms of Regulation 33 of the SEBI (LODR) Regulations, 2015 and the Companies (Indian accounting Standards) (Amendment) Rules, 2016 henceforth. Therefore, the Company has adopted and maintain the financial Statements from quarter and half year ended on September, 2023 as per the applicability.

The audited Standalone and Consolidated Financial Statements of the Company for the year ended on 31st March, 2024, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') and the Indian Accounting Standards.

CREDIT RATING

During the year, The Credit Rating Information Services of India Limited (CRISIL) vide their letter dated 8th November, 2023, has upgraded the rating of the Company. The CRISIL has affirms the rating of the company CRISIL BBB/Stable (Upgraded from "CRISIL BBB-/Stable") for its Long-Term Bank Facilities and CRISIL A3+ (Upgraded from "CRISIL A3") for its short-term Bank Facilities.

SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

SUBSIDIARY

During the year under the review, the Company has 1(One) Subsidiary Company i.e Advait Greenergy Private Limited incorporated on 4th July, 2023 as wholly owned subsidiary.

Additionally, during the year, Advait Greenergy Private Limited (AGPL), a wholly owned subsidiary of the Company

has ceased to be a wholly owned subsidiary of the Company pursuant to the further issue of equity shares of the Advait Greenergy Private Limited through Private Place on preferential basis and becomes a subsidiary or associate of the company with 76.32% shareholding.

Other than the above, no company has ceased to be a subsidiary, associate or joint venture of the Company during the year under review.

A statement providing details of performance and salient features of the financial statements of subsidiaries/ associates/ jointly controlled entities, as per Section 129(3) of the Act in Form AOC-1, is provided as Annexure 1 to this report.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is put up on the Company's website and can be accessed at Financial Results Outcome - Final.pdf (advaitinfra.com).

The financial statements of the subsidiaries, as required, are available on the Company's website and can be accessed at

MATERIAL SUBSIDIARY:

The Company has formulated a policy on identification of material subsidiary in line with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is placed on the Company's website.

Accordingly, there is no material subsidiary of the Company as on date.

NOTES ON SUBSIDIARY

The following may be read in conjunction with the Consolidated Financial Statements of your Company prepared in accordance with Indian Accounting Standard AS110 Shareholders desirous of obtaining the Report and Accounts of your Company's subsidiaries may obtain the same upon request. Further, the Report and Accounts of the subsidiary companies is also available under the ‘Investor Relations' section of your Company's website, www.advaitinfra.com, in a downloadable format.

JOINT VENTURES AND ASSOCIATES:

As on 31st March, 2024 the Company has the One Associate Company named TG Advait India Private Limited with a holding of 33% of Equity Shares.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at Annual Reports - Advait new website (advaitinfra.com).

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY THE COMPANY

During the year, the particulars of loans given, investments made, guarantees given and securities provided along with

the purpose are provided in the Notes to the Standalone Financial Statement.

DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

In preparation of the annual accounts for the year ended 31st March, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures.
Appropriate accounting policies have been selected and applied and such judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2024 and of the profit of the company for the year ended that date.
Proper and sufficient care has been taken 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.
The annual accounts have been prepared on a "going concern" basis.
Proper internal financial controls are laid down and are adequate and operating effectively.
Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and operating effectively.

DETAILSOFDIRECTORSANDKEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Pramod Kumar Rai (DIN: 02726427) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re- appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has recommended his re-appointment.

The Board of Directors has appointed:

Mrs. Varsha Adhikari (DIN: 08345677) as an Additional Independent Director of the Company with effect from November 9, 2023 for a period of five (5) years i.e. upto November 8, 2028 subject to the approval of the Members of the Company. The members had approved her appointment by passing resolution at their meeting with requisite majority on December 8, 2023.
Mr. Sujit Gulati, (DIN: 00177274) as an Additional and Non-Executive Independent Director of the Company, subject to the approval of the Members of the Company. The Board has recommended his appointment as Non- Executive Independent Director for the term of 3 years for the approval of the Members at the forthcoming 14th Annual General Meeting of the Company.

The Board of Directors has:

Re-appointed Mr. Shalin Sheth as Managing Director for a further period of three years effective August 1, 2024
Re-appointed Mrs. Rejal Sheth as Whole-time Director for a further period of three years effective August 1, 2024.
Re-appointed Mr. Bajrang Prasad Maheshwari (DIN: 06571660) as an Independent Director for the further period of three years effective from 1st August, 2024.

The Board of Directors, on the recommendation of the NRC, commends their appointment/re-appointment at the ensuing AGM.

Save and except aforementioned, there were no other changes in the Board of Directors and Key Managerial Personnel of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that:

they meet the criteria of independence prescribed under the Act and the SEBI Listing Regulations; and
they have registered their names in the Independent Directors' Databank.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

During the year under review, none of the managerial personnel i.e. the Managing Director and Whole-time Directors of the Company were in receipt of remuneration / commission from the subsidiary companies.

The Company familiarizes the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc.

Monthly updates on performance/ developments are sent to the Directors. The brief details of the familiarization programme are put up on the website of the Company at Familiarization-Programme-Report-2023-24.pdf (advaitinfra.com)

There were no changes in Key Managerial Personnel during the financial year 2023-24.

Profiles of the aforesaid Directors and as required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, are given in the Notice of the 14th Annual General Meeting.

BOARD AND COMMITTEES OF BOARD OF DIRECTORS

During the financial year 2023-24, the Board of Directors of your Company met 4 times. Date of meetings held along with

attendance details of director etc. have been provided in the Report titled as "Report on Corporate Governance" annexed with this report.

Your Company has constituted various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship committee and Corporate Social Responsibility, and others in accordance with the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended and applicable laws, rules and regulations.

Disclosures in respect of the compositions of committees, functions, frequency of the meeting etc. have been provided in the Report titled as "Report on Corporate Governance" annexed with this report.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provision of the Act and SEBI Listing Regulations.

The Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings etc.

The above criteria are broadly based on the Guideline Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

In a separate meeting of independent directors, the performance of non-independent directors, the Board as a whole, and the chairman of the company were evaluated, taking into account the views of executive directors and non- executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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.

The Performance evaluation criteria for independent directors is determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out include participation and contribution by a director, commitment, effective development of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgment.

AUDITORS AND AUDITORS' REPORTS

Statutory Auditors and Auditors' Report

M/s V.Goswami & Co., (Firm Registration No. 128769W), Chartered Accountant, has been appointed as Statutory

Auditors of the Company at the 10th Annual General Meeting held on 27th August, 2020 to hold office from the conclusion of 10th Annual General Meeting (AGM) till the conclusion of 15th Annual General Meeting of the Company, subject to compliance of the various provisions of Companies Act, 2013.

The Statutory Auditors of the Company have submitted Auditors' Report on the financial statements of the Company for the financial year ended 31st March, 2024 along with financial of the Company forms integral part of this Report and is presented in a separate section forming part of the Annual Report. The reports do not contain any reservation, qualification or adverse remark. Information referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

The Board of Directors of your Company has, as per the requirement under Section 204 of the Act and rules made there under, appointed Mr. Rajesh Parekh, Practicing Company Secretary, Ahmedabad (COP No. 2939) for the Secretarial Audit of the Company for the year 2023-24. However, they have expressed their inability to continue as the Secretarial Auditor of the Company from 17th August, 2023 and placed their resignation. Hence, due to the vacancy so occurred, the Company has appointed M/s. RPSS and Co. Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company for the year 2023-24.

The Secretarial Report for the financial year 2023-24 forms integral part of this Report as ‘Annexure 2'. Based on Secretarial Audit, there has been following observation in the report:

Information referred to in the Auditors' Report are self- explanatory and do not call for any further comments.

Cost Auditor

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. For the financial year 2023-24, M/s Dalwadi and Associates, Cost Accountant, Ahmedabad have conducted the audit of the cost records of the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Notifications/ Circulars issued by the Ministry of Corporate Affairs from time to time, the Board appointed M/s Dalwadi and Associates, Cost Accountant, Ahmedabad to audit the cost records of the Company for the financial year 2023-24.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s Dalwadi and Associates, Cost Accountant, Ahmedabad, for the audit of cost records of the Company for the financial year 2023-24, has been included in the Notice of the forthcoming 14th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s Rajesh J Shah & Associates, (Firm Registration No.108407W), Chartered Accountant was appointed as an Internal Auditor of the company for the Financial year 2023-

24. However, they have expressed their inability to continue as the Internal Auditor of the Company from 17th August, 2023 and placed their resignation. Hence, due to the vacancy so occurred, the Company has appointed M/s Shah Thakkar & Co, Practising Chartered Accountants, Ahmedabad as Internal Auditor of the Company for the year 2023-24.

The Internal Auditor has placed the Internal Audit Report for every quarter and the same was discussed with the Board.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has an adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal auditor of the company checks and verifies the internal control and monitors then in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

POLIC Y ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director (including Independent Directors) and other matters provided under section-178(3) of the Companies Act 2013, which has been displayed on the Company's website www.advaitinfra. com/policies. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ‘Report on Corporate Governance' forming part of the Report and Accounts.

The Company has in place a policy relating to the remuneration of the Directors, KMP and other employees of the Company. The policy is available on the website of the Company at Remuneration-Policy.pdf (advaitinfra.com).

PARTICULARS OF CONTR AC T OR ARRAGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Company's website and can be accessed at Microsoft Word - Related Party Transaction Policy (advaitinfra.com).

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. Members may refer Note 39 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY AND FRAUD

In line with the best corporate governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is also available on the website of the Company at Vigil-Mechanism-Policy.pdf (advaitinfra.com).

Further, there was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names of Top 10 employees in terms of remuneration drawn and the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company on email id cs@advaitgroup.co.in.

DETAILS OF EMPLOYEE STOCK OPTION SCHEME

The Company had approved Advait Infratech Limited – Employees Stock Option Scheme 2022 (AIL ESOP 2022) in the Annual General meeting held on June 28, 2022. Further, the Company has revised the said scheme with the approval of shareholders vide postal ballot passed on 30th March, 2023 with respect to its implementation form secondary market Route to Primary Route.

A total of 2,00,000 options were available for grant to the eligible employees of the Company, its subsidiaries and Associates. The Compensation Committee at its meeting held on May 20, 2023, granted 23,922 options, being the first grant under Plan 2022, to the eligible employees of the Company, its Subsidiary and Associates.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations, 2021 (‘SEBI Regulations') for the year ended 31st March, 2024, with regard to AIL ESOP 2022 are provided on the website of the Company at the link Stock Exchange Compliences - Advait new website (advaitinfra. com) and form a part of this Report.

Voting rights on the shares, if any, as may be issued to employees under the Plans are to be exercised by them directly or through their appointed proxy, hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013, is not applicable.

There is no material change in the AIL ESOP 2022 and the same is in compliance with the SEBI Regulations, as amended from time to time. The certificate from the Secretarial Auditor of the Company, that the aforesaid Schemes have been implemented in accordance with the SEBI Regulations along with the Resolution passed by the Members, would be available for the inspection by the Members at the forthcoming 14th Annual General Meeting.

RISK MANAGEMENT

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently, a Business Risk Management framework is in place. The Risk management framework defines the risk management approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure, and potential impact analysis at a company level as also separately for business. The Policy is available for at the Website of the Company at Risk-Management-Policy.pdf (advaitinfra.com) .

CORPORATESOCIALRESPONSIBILITY INITIATIVES

The company believes in corporate excellence and social welfare. This corporate philosophy is the force behind integrating Corporate Social Responsibility (CSR) into

corporate values, culture, operation and business decisions at all levels of the organization. Being a responsible corporate citizen, The Company has a value system of giving back to society and improving the life of the people and the surrounding environment.

The Company's CSR initiatives are inspired by the opportunity to contribute to a more secure and sustainable future. The company believes that the corporate strategy which embraces social developments as an integral part of the business activities ensure long term sustainability of business enterprises. With this belief, the Company is committed to make substantial improvements in the social framework of the nearby community.

In compliance with section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 the company has adopted a CSR Policy, which is available at Corporate-Social-Responsibility-Policy-Revsied- Adopted-in-2022.pdf (advaitinfra.com).

The Annual Report on CSR expenditures for the FY 2023-24 is annexed herewith and forms part of this report as Annexure 3.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is given in the "Annexure 4" forming part of this report.

GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.
Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.
Change in the nature of business of the Company
Instances of transferring the funds to the Investor Education and Protection Fund.
Issue of debentures / bonds / any other convertible securities.
Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
Instance of one-time settlement with any Bank or Financial Institution.
Statement of deviation or variation in connection with preferential issue.

CEO/CFO CERTIFICATE

Chief Financial Officer/Chief Executive Officer Compliance Certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) forms part of Corporate Governance Report.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been uploaded on the Company's web link www.advaitinfra.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN AT WORKPLACE (PRE VENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

and rules made thereunder, your company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

HEALTH, SAFETY AND ENVIRONMENT

The Company is committed in cultivating a proactive safety culture. We have implemented work safety measures and standards to ensure healthy and safe working conditions for all the employees, visitors and customers. The Company has complied with all the applicable health, safety and environmental protection laws to the extent applicable.

DISCLOSURE OF AGREEMENTS

As on date of the notification i.e., June 14, 2023, there was no agreement are subsisting as specified in clause 5A of part A of Schedule III of SEBI LODR Second Amendment Regulations, 2023.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your company's activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their relentless support and confidence reposed on the company.

For ADVAIT INFRATECH LIMITED

For & on behalf of the Board of Directors

	Sd/-	Sd/-
	Shalin Sheth	Rejal Sheth
Place : Ahmedabad	Managing Director	Whole time Director
Date : September 5, 2024	(DIN: 02911544)	(DIN: 02911576)