To,

The Members,

ANNA INFRASTRUCTURES LIMITED

Your Directors have the pleasure of presenting the Thirty Second Annual Report of the Company on the business and operations of the Company, together with Audited Statement of Accounts for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The Company's performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized as below:

(In Lac.)

Notes:

1. The above figures have been extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standard (IND-AS).

2. Previous year figures have been regrouped/rearranged wherever necessary.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year under review, your Company's total revenue stood at Rs. 168.28 Lac as at 31^st March, 2024 as compared to Rs. 112.63 Lac as at 31^st March, 2023.

The Company is engaged in the activities of Lands for Real Estate Development. On the real estate development front, the Company develops residential, commercial, & social infrastructure projects. There was no change in the nature of business of the Company, during the year under review.

3. DIVIDEND

Considering the market conditions, Company's performance was good during the year under review, but the Company wants to invest as much as possible into further growth so your Directors has recommended not to pay any dividend for the year under review.

4. TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned during financial year ended 2023-24.

5. SHARE CAPITAL

The authorized share capital of the Company as on March 31, 2024 was Rs. 5,00,00,000/- (Rupees Five Crore Only) consisting of Rs. 5,00,00,000 (Rupees Five Crore only) consisting of 5,00,000 (Five Lakhs Only) Equity Shares of Rs. 10/- each.

The issued, subscribed and paid capital of the Company, as on March 31, 2024, is Rs. 3,80,00,000/- (Rupees Three Crore Eighty Lakhs Only) consisting of Rs. 3,80,00,000/- (Rupees Three Crore Eighty Lakhs Only) comprising Rs. 38,00,000/- (Rupees Thirty Eight Lakhs Only) equity shares of Rs. 10/- each, fully paid - up.

During the year under review, there was no change in the capital structure of the Company.

During the year under review, the Company has neither issued shares with Deferential Voting Rights nor granted Stock Options nor Sweat Equity.

6. DEMATERIALISATION OF SHARES

As on March 31, 2024, 93.47% of the Company's total equity paid up capital representing 3552063 equity shares are held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc., shall be carried out in dematerialized form only. The Company has directly sent intimation to shareholders who hold shares in physical form advising them to get their shares dematerialized.

7. LISTING OF SHARES

The Company's equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the year 2024-25 has been paid to stock exchange.

A. DIRECTORS

Pursuant to the provisions of section 149 of the Act, Mr. Rhythm Garg, Mr. Vivek Agarwal and Mrs. Kusum Singhal are Non-Executive Independent directors of the Company as on 31/03/2024. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Mittal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the Annual General Meeting.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Mr. Rhythm Garg & Mrs. Kusum Singhal will retire as Independent Directors (w.e.f 31.03.2025) on account of completion of 2 consecutive tenures of 5 years each.

However, Mr. Vivek Agarwal (DIN: 06431839), was re-appointed for second term for further period of Five years, starting from 31^st July, 2024 and ending on 30^th July, 2029 as Independent Director, subject to the approval of shareholders at the ensuing Annual General Meeting (AGM).

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have proposed the appointment of Mr. Prashant Surana & Mrs. Nidhi Jalan as Independent Directors with effect from 27^th September, 2024 for a period of 5 years, subject to approval of shareholders at the ensuing Annual General Meeting (AGM). They are established expert in taxation and finance.

Furthermore, the present terms of appointment of Mr. Anil Kumar Agarwal (Whole time Director) is expiring on May 31, 2025 and it would be appropriate to re-appoint him as a Whole Time Director of the Company for a period of another five years from 1^st June 2025 to May 31, 2030. The Board of Director of the Company at its meeting held on 27^th August, 2024 on the recommendation of the Nomination and Remuneration Committee in its meeting held on 27^th August, 2024, re-appointed Mr. Anil Kumar Agarwal as Whole Time Director of the Company subject to the approval of members/ shareholders of the Company at the ensuing Annual General Meeting

The brief profile of Mr. Ashok Mittal, Mr. Vivek Agarwal and Mr. Prashant Surana, Mrs. Nidhi Jalan and Mr. Anil Kumar Agarwal along with details as regards their expertise, other directorships, and membership in committees of other companies and shareholding in the Company are annexed as Annexure - I to the notice of AGM in accordance applicable provisions of SEBI Regulations and the Companies Act, 2013.

The Board has carried out performance evaluation of all its Independent Directors and is of the opinion that all the Independent Directors of the Company are competent and eligible to continue as Independent Directors of the

Company. All of the Directors of the Company have confirmed that they are not disqualified under provisions of Section 164 of the Companies Act, 2013 from being appointed / continue to hold position of Directors of the Company.

B. KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act 2013: -

During the year Ms. Deepa Poptani was appointed as Chief Financial Officer of the Company in place of Mr. Amit Boss with effect from 10th November, 2023. Mr. Amit Boss ceased to be the Chief Financial Officer of the Company with effect from close of business hours on 10th November, 2023.

9. INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and the SEBI (LODR) Regulations,2015, Mr. Vivek Agarwal, Mr. Rhythm Garg, Mrs. Kusum Singhal, Mr. Prashant Surana (Additional Director), and Mrs. Nidhi Jalan (Additional Director) are the Independent Directors of the Company as on date of this Report. All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and regulations 16(1)(b) of the SEBI (LODR) Regulations,2015. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Additional Independent Directors of the Company have undertaken that they have registered themselves with the Independent Director's Database maintained by the Indian Institute Corporate Affairs (IICA) and possess proficiency certificates.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

10. NUMBER OF MEETINGS OF THE BOARD

During the financial year ended March 31, 2024, 05 (Five) meetings of the Board were held, as follows:

*The maximum time gap between two meetings was not more than 120 days.

11. COMMITTEES OF THE BOARD:

Board Committees:-

The Company has 3 Board Level Committees. All decisions and recommendations of the Committees are placed before Board for information and approval. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder's Relationship Committee.

A. Audit Committee

The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015. Mr. Rhythm Garg, Non -Executive Independent Director is the Chairperson of the Audit Committee. The other members of the Audit Committee include Mr. Rakesh Kumar Mittal and Mr. Vivek Agrawal. All the recommendations made by the Audit Committee were accepted by the Board.

During the financial year ended March 31, 2024, 4 (Four) meeting of the Audit Committee were held, as follows:

B. Nomination & Remuneration Committee

The composition, quorum, powers, role and scope are in accordance with Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the SEBI (LODR) Regulations, 2015. Mr. Vivek Agarwal, Non -Executive Independent Director is the Chairperson of the Nomination & Remuneration Committee. The other members of the Nomination & Remuneration Committee include Mr. Rakesh Kumar Mittal and Mrs. Kusum Singhal.

During the financial year ended March 31, 2024, 4 (Four) meeting of the Nomination & Remuneration Committee was held as follows:

C. Stakeholders' Relationship Committee

The composition, quorum, powers, role and scope are in accordance with Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the SEBI (LODR) Regulations, 2015. Mr. Rhythm Garg, Non -Executive Independent Director is the Chairperson of the Stakeholders' Relationship Committee. The other members of the Stakeholders' Relationship Committee include Mr. Ashok Mittal and Mr. Anil Kumar Agrawal.

During the financial year ended March 31, 2024, 3 (Three) meeting of the Nomination & Remuneration Committee was held as follows:

• There were no pending share transfers/ investors' complaints as on March 31, 2024.

12. ATTENDANCE OF DIRECTORS

13. MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors' views to the Chairman and Managing Director. One meeting of Independent Directors was held during the year i.e. on 09th February, 2024, which was attended by the following Independent Directors:

1. Mr. Rhythm Garg

2. Mr. Vivek Agarwal

3. Mrs. Kusum Singhal

14. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2023-24 as per the provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013 and the SEBI (LODR), Regulations 2015.

15. PUBLIC DEPOSITS

During the year under review, your Company did not invite /accept any deposits from public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed requisite annual return in e- Form DPT-3 for outstanding receipt of money/loans which are not considered as deposits for financial year ended March 31, 2024 with the Registrar of Companies (ROC).

16. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans, investments, guarantees etc. covered under the provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 are mentioned in the notes forming part of the Financial Statements.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, the Company entered into the transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and provisions of the SEBI (LODR) Regulations, 2015, all of which were entered in the ordinary course of business and at arm's length basis. However, no materials related Party Transactions were entered into by the Company which might have any potential conflict with the interests of the Company.

During the year under review, all Related Party Transactions were prior-approved by the Audit Committee. All repetitive Related Party Transactions along with the estimated transaction value and terms thereof were approved by the Audit Committee under "Omnibus Approval" before the commencement of financial year and thereafter reviewed them quarterly. The Board also reviewed and approved the transactions with related parties on the recommendation of the Audit Committee.

The details on Related Party Transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No. 30 to the Standalone Financial Statements forming a part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure- I to this report.

18. RISK MANAGEMENT COMMITTEE

The Company has not constituted the risk management committee in accordance with Section 134 (3) (n) of the Companies Act, 2013 as the said provision is not applicable to the Company.

19. VIGIL MECHANISM/ WHISTLE BLOWER COMMITTEE

The Company has established a "Vigil Mechanism" for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company's code of conduct. To this effect the Board has adopted a "Whistle Blower Policy" which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for necessary action. The details of such policy are available on the website of the Company and can be accessed at www.annainfrastructures.com.

During the year under review, there were no complaints received under the mechanism.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant and material orders passed by any regulators/courts/tribunals that could impact the going concern status and the Company's operations in future.

22. INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all level.

23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:

1. CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy.

The company remains in constant pursuit to carry out its activities in an environment friendly manner as well as to reduce the consumption of energy. This is monitored regularly and suitable actions are implemented wherever needed & feasible.

II. The steps taken by the company for utilizing alternate source of energy.

The Company takes adequate measures in conserving energy in all its activities.

III. Capital Investment on energy conservation equipment's: NIL

2. TECHNOLOGY ABSORPTION

The Company strives continuously to use the updated technology in all its activities.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

24. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements Section 178 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015. The details relating to the Committee are given in the Corporate Governance section forming a part of the Board Report. The details of the remuneration of directors, key managerial personnel and employees in terms of Section 197(12) read with Companies (Appointment and Remuneration Managerial Personnel) 2014 are provided as under to this report.

The details of the remuneration/ compensation of the Executive and Non-Executive Directors for the year ended March 31, 2024 is as follows:

(In Rs.)

• The Company does not have a scheme for stock options either for the Directors or the employees.

• The aforesaid sitting fees are within the limits prescribed under the Companies Act, 2013.

25. AUDITORS AND AUDITORS' REPORT

A. Statutory Auditors

In terms of Section 139 of the Companies Act, 2013, M/s Manish Goyal & Co., Chartered Accountants have been appointed as Statutory Auditor of the Company in the 30^th Annual General Meeting held on August 22, 2022 for 5 years and same was confirmed by the Shareholders at 30^th Annual general Meeting pursuant to Section 40 of the Companies (Amendment) Act, 2017 as notified by Ministry of Corporate Affairs vide its notification dated May 7, 2018.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Satyendra Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No.4843) to undertake the Secretarial Audit of the Company.

C. Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed Mr. Atul Kakkar, Chartered Accountant, Proprietor, as the Internal Auditors of the Company and takes his suggestions and recommendations to improve and strengthen the internal control systems. His scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company's risk management policies and systems.

D. COST AUDITORS

In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made there under, the provisions of maintenance of cost records and the provisions of cost audit are not applicable to your Company.

E. AUDITORS' REPORT

a) The Auditors' Reports for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. Further, the report read together with the notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The Auditors' Report is enclosed with the financial statements in this Annual Report.

b) The Secretarial Auditors' Report (Form MR-3) for the financial year 2023-24 is enclosed as Annexure II to the Board's Report in this Annual Report. The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported any instance of fraud committed against the Company by its owners or employees under Section 143(12) of the Companies Act, 2013.

27. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder for Corporate Social Responsibility (CSR) are not applicable to your Company.

28. SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly followed by Company.

29. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, we hereby state:

i) . that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation and that there are no material departures;

ii) . that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for that period;

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the Annual Accounts on a going concern basis.

v) that the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

30. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provision of Regulation 34(2) (e) read with Schedule V of SEBI (LODR) Regulations, 2015, a Management Discussion & Analysis Report, for the financial year under review, is presented in a separate section forming a part of the Annual Report. This report is annexed herewith as "Annexure - III".

31. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Directors state that during the year under review, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, there were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. REGISTRAR AND SHARE TRANSFER AGENT Beetal Financial & Computer Services Private Limited

Beetal House-99, Madangir, New Delhi-110062 Tel. No.:011-29961281-84 E-mail: beetal@beetalfinancial.com

33. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised ‘Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities' of the Company (‘the Insider Trading Code'). The object of the Insider Trading Code is to set framework, rules and procedures, which all concerned should follow, both in letter and spirit, while trading. The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (‘the Code') in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of ‘legitimate purposes' as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (‘UPSI') and aims at preventing misuse of UPSI.

The policy and the procedures are periodically reviewed and trading window closure is intimated to all concerned and to the Stock Exchanges in advance. A digital platform is being maintained by the Company, which contains the names and other prescribed particulars of the persons covered under the Insider Trading Code.

34. DISCLOSURE OF AGREEMENT

There are no agreements which are required to be reported in accordance with clause 5A of paragraph A of Part A of Schedule III of these regulations.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the company is not falling under the Top-1000 listed entities, the provisions of regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

36. CORPORATE GOVERNANCE

Pursuant to regulation 15(2) of Securities Exchange Board of India (Listing Obligations & Disclosure requirements) Regulations, 2015 provisions of regulation 27 i.e. Corporate Governance and Para C, D & E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

37. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

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, 2024, the Board consist of 7 members, one of whom is whole-time directors, three are Non - Executive Directors and three are independent directors. The Board periodically evaluates the need for change in its composition and size.

38. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2023 -24 is uploaded on the website of the Company and the same is available on: www.annainfrastructures.com.

39. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURE ASSOCIATE COMPANIES

During the year under review, your Company does not have any Subsidiary Company or joint venture Company.

40. BOARD POLICIES/CODES

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015, the details of the policies/codes approved and adopted by the Board are uploaded on Company's website: www.annainfrastructures.com.

41. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (LODR), Regulations, 2015, your Company has adopted familiarization programs for Independent Directors and other directors to familiarize them with the Company, their role, rights, responsibilities, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework etc.

Your Company aims to provide its Independent Directors, insight into the Company's business model enabling them to contribute effectively.

42. EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the Pursuant to Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of Schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"). 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 targets/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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The Company has devised a policy for performance evaluation of Independent Directors, Board Committees and other Individual directors which includes criteria for evaluation of the non-executive directors

43. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

The Company has put in place, an internal financial control system, within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 to ensure 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 and proper recording of financial & operational information, compliance of various internal control and other regulatory/statutory compliances.

All Internal Audit findings and control systems are periodically reviewed by the Audit Committee, which provides strategic guidance on internal control. For the financial year ended March 31, 2024, your directors are of the opinion that the Company has adequate IFC commensurate with the nature and size of its business operations and it is operating effectively and no material weakness exists.

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND SETTLEMENT OF LOAN, IF ANY

There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions.

45. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor's information such as financial results, policies/codes, disclosures and project updates are made available on the Company's website (www.annainfrastructures.com) on a regular basis.

46. ACKNOWLEDGEMENT AND APPRECIATION

The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by Central Government, State Government, Financial Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your directors thank the customers, client, vendors, dealers, Company's bankers and other business associates for their continuing support and unstinting efforts in the Company's growth. The Board also wishes to place on record their deep appreciation for the commitment displayed by all the executives, officers and staff, resulting in successful performance during the year. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors is also thankful to the stakeholders, shareholder and depositors for their continued patronage.