DIRECTORS REPORT

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company
(Shantidoot Infra Services Ltd), along with the audited financial statements for the Financial Year ended on
31st March 2023. The performance of the Company has been referred to wherever required.

A. FINANCIAL RESULTS:

The Company’s financial performance for the year ended on 31st March 2023 is summarized below:

B. DIVIDEND:

For the Financial Year 2022-23, the Board of Directors has not recommended any dividend.

C. TRANSFER TO RESERVES:

The Company has transferred 90.72 lakhs, profit for the FY 2022-23 in Reserve and Surplus.

D. INVESTOR RELATIONS

The Company believes in leading from the front with emerging best practices in investor relations and
building a relationship of mutual understanding with International and Domestic investors. The Company’s
leadership team, including the Managing Director and Chief financial Officer (MD & CFO), spent significant
time to interact with investors to communicate the strategic direction of the business during the previous
financial year. Company ensures that critical information about the Company is available to all the investors,
by uploading all such information on the Company’s website.

A. BUSINESS DESCRIPTION:

We are an integrated construction and real estate development company, focused primarily on construction
and development of residential and commercial projects, in and around Bihar. We believe that we are
establishing a successful track record in the real estate industry in Bihar by developing versatile projects
through our focus on innovative architecture, strong project execution, and quality construction.

B. CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of
business as per the main object of the Company. The Company converted from private to public during the
FY 2022-23 resolved through EGM dated 16.06.2022

C. CHANGE IN SHARE CAPITAL:

I. AUTHORIZED CAPITAL:

During the year, the Company increases its Authorised share Capital from Rs. 10,00,000/- comprising of

I, 00,000/- Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 3,00,00,000/- comprising of 30,00,000/- equity
shares of Rs. 10/- (Rupees Ten Only) each.

As on 31st March 2023 Authorised Share Capital of the Company is ? 3,00,00,000/- divided into 30,00,000
Equity Shares of ? 10/- (Rupees Ten Only) each.

II. ISSUED, SUBSCRIBED & PAID UP CAPITAL:

As on 31st March 2023, the issued, subscribed, and paid-up capital of the Company is ? 1,79,80,000/- divided
into 1,79,8000 Equity Shares of ? 10/- (Rupees Ten Only) each.

During the year, the Company increased its Paid up share Capital from Rs. 5,00,000/- comprising of 50,000
equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 1,55,00,000/- comprising of 15,50,000 equity shares
of Rs 10/-(Rupees Ten Only) each Through and subsequent issue of bonus equity shares in proportion ratio of
1:30 by way of Capitalization of Free Reserves.

During the year, the Company came out with an Initial Public Offer (IPO) and Public Issue of 4,96,000
Equity Shares of face value ? 10.00 each of Shantidoot Infra Services Limited for cash at a price of ? 81.00
per Equity Shares (including premium of ? 71.00 per Equity Shares) aggregating ? 401.76 Lakhs by our
Company comprising of Fresh Issue of 2,48,000 Equity Shares of face value ? 10.00 each of our Company for
cash at a price of ? 81.00 per Equity Shares (including premium of ? 71.00 per Equity Shares) aggregating ?

200.88 Lakhs and Offer for Sale of 2,48,000 equity Shares of face value ? 10.00 each for cash at a price of ?
81.00 per Equity Shares (including premium of ? 71.00 per Equity Shares) aggregating to ? 200.88 Lakhs by
the Selling Shareholder

DEPOSITORY SYSTEM

As the Members are aware, the shares of the company are tradable compulsorily in electronic form and our
Company has established connectivity with both National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the
depository system, the members are requested to avail the facility of Dematerialization of the Company’s
shares on NSDL & CDSL. The ISIN allotted to the Company’s Equity shares is INE0LU301014.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:Constitution of Board:

In terms of the Company’s Corporate Governance Policy, all statutory and other significant & material
information are placed before the Board to enable and discharge its responsibility of strategic supervision of
the Company, the Board comprises of following Directors:

None of the Directors of the Board is a member of more than ten Committees or Chairman of more than five
committees across all the Public companies in which they are Directors.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1,
intimation under Section 164(2) i.e. in Form DIR 8, and declaration as to compliance with the Code of
Conduct of the Company.

BOARD MEETINGS:

Regular meetings of the Board are held at least once a quarter. Additional Board
meetings are convened, as and when required, to discuss and decide on various business
policies, strategies, and other businesses. The Board meetings are generally held at the registered
office of the Company.

During the year under review, the Board of Directors of the Company met 10 times.

The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies
Act, 2013 (120 days) were compiled between two Board Meetings.

REMUNERATION OF DIRECTORS:

The details of remuneration paid during the Financial Year 2022-23 to Directors of the Company are
provided in the Financial Statement.

CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS AND KMPS:

During the year under review,

i. Rajani Kumari Singh (Din:05168436) resigned from Directorship of the company with effect from
09/06/2022.

ii. Brajesh Ranjan Vyas (Din:08385624) resigned from Directorship of the company with effect from
07/05/2022.

iii. Anshu Anshuman (Membership No. A65515) Company Secretary & Compliance officer of the company
resigned with effect from 29/10/2022 and resigned with effect from 29.10.2023

iv. Amrita Rathi (Membership No. A65489) appointed as Company Secretary & Compliance officer of the
company with effect from 28.03.2023.

v. Amrita Rathi (Membership No. A65489) Company Secretary & Compliance officer of the company
resigned with effect from 21.07.2023.

RETIREMENT OF DIRECTORS BY ROTATION

Mr. Tripurari Lal (DIN: 08385623) Director of the company is liable to retire by rotation at the ensuing
Annual General Meeting and offered his consent for reappointment.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance board committees and
individual directors pursuant to the provisions of the Act.

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 criteria such as the composition of committees, effectiveness of committee meetings
etc.

In addition, the performance of the chairman was also evaluated on the key aspects of his role. The Board and
the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the
basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings
like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in
meetings etc.

Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge
and ability confirm that:

In preparation of Annual Accounts for the year ended 31st March 2023; the applicable accounting standards
have been followed, and that no material departures have been made from the same;

The Directors have selected such accounting policies and applied them consistently and have 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 or loss of the Company for that year;

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;

The Directors have prepared the Annual Accounts for the year ended 31st March 2023 on a going concern
basis; The Directors have laid down the internal financial controls to be followed by the Company and that
such Internal Financial Controls are adequate and were operating effectively; and

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.

COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various
committees, details of which are given hereunder:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholder’s Relationship Committee.

A. AUDIT COMMITTEE

The Board had constituted a qualified Audit Committee pursuant to provision of the Companies Act, 2013 as
well as Regulation18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
committee has its charter for functioning having a primary objective to monitor and provide effective
supervision of the management’s financial reporting process, to ensure accurate and timely disclosures, with
the highest levels of transparency, integrity, and quality of financial reporting.

During the financial year, the Committee met Four (4) times on July 12, 2022, September 01, 2022,
November 14, 2022, and March 28, 2023. Composition of the Audit Committee of the Board are as below

ROLE OF THE AUDIT COMMITTEE:

1. Overseeing the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statements are correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:

1. Matters required being included in the Directors Responsibility Statement to be included in the
Board’s report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013.

2. Changes, if any, in accounting policies and practices and reasons for the same.

3. Major accounting entries involving estimates based on the exercise of judgment by management.

4. Significant adjustments made in the financial statements arising out of audit findings.

5. Compliance with listing and other legal requirements relating to financial statements.

6. Disclosure of any related party transactions.

The Audit Committee shall mandatorily review the following information:

I. Management Discussion and Analysis of financial condition and results of operations.

II. Statement of significant related party transactions (as defined by the Audit Committee), submitted
by management.

III. Management letters / letters of internal control weaknesses issued by the statutory auditors.

IV. Internal audit reports relating to internal control weaknesses.

V. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject
to review by the audit committee.

VI. Statement of deviations:

a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

Powers of the Audit Committee:

• Investigating any activity within its terms of reference;

• Seeking information from any employee;

• Obtaining outside legal or other professional advice; and

Securing attendance of outsiders with relevant expertise, if it considers necessary.

B. NOMINATION AND REMUNERATION COMMITTEE:

The nominated and remuneration policy is being formulated in compliance with section 178 of the Companies
Act, 2013 and rules made there under and Regulation 19 of SEBI (Listing Obligation and Disclosure
Requirements) regulations 2015.

During the year Committee met 2 (Two) times on September 01, 2022, and March 28, 2023.

Composition of the Nomination and Remuneration Committee are as below:

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company.
The terms of reference of the Investor Grievance Committee include the following:

• Redressal of shareholders’ /investors’ complaints;

• Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any
other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It
enables the Company to attract motivated and retained manpower in a competitive market and to harmonize
the aspirations of human resources consistent with the goals of the Company. The Company pays
remuneration by way of salary, benefits, perquisites, and allowances to its Executive Directors and Key
Managerial Personnel.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of
the Company and is annexed to this Report as Annexure - A.

C. STAKEHOLDER’SRELATIONSHIP COMMITTEE:

Pursuant to Provisions of Companies Act, 2013 and rules made there under and Regulation 20 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015; Our Stakeholder Relationship
Committee members, personally looking forward the issues if any, related to the stakeholders. The primary
objective of the Committee is to consider and resolve the grievances of Security Holders of the Company.

During the year Committee met 1(One) time on October 15, 2022.

Composition of the Stakeholders Relationship Committee of the Board are as below:

The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company.
The terms of reference of the Investor Grievance Committee include the following:

• Redressal of shareholders’ /investors’ complaints;

• Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any
other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/consolidation/renewal; Issue of duplicate
certificates and new certificates on split/consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section 149 (7)
of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the
Act. A separate meeting of Independent Directors was held to review the performance of Non-Independent
Directors and the Board as a whole and the performance of the Chairperson of the Company including
assessment of quality, quantity, and timeliness of flow of information between Company management and
Board. The terms and conditions of appointment of Independent Directors and the Code for Independent
Directors are incorporated on the website of the Company.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Pursuant to the Code of Independent Directors in compliance with Schedule IV of the Companies Act, 2013
and rules made there under and regulation 25 (3) of the SEBI Listing Regulations, 2015, a separate meeting of
the Independent Directors of the Company was held on to review the performance of Non independent
directors (including the Chairman) and the Board as a whole. The Independent directors also reviewed the
quality, content, and timeliness of the flow of information between the Management and the Board, and its
committees which is necessary to effectively and reasonably perform and discharge their duties.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank
of India and provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the
Act and the Rules there under are not applicable.

PARTICULARS OF LOANS GUARANTEE INVESTMENTS AND SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statement.

SUBSIDIARIES OF THE COMPANY:

As of the date of this Report company does not have any subsidiary.

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company does not have any Associate or Joint Venture.

GENERAL MEETING

During the year under review, there were 4(Four) General Meetings held i.e. 1(One) Annual General Meeting
held on September 14, 2022, and 3 (Three) Extra-ordinary General Meeting held on May 10, 2022, June 16,
2022, and July 12, 2022, respectively.

ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the
financial year ended March 31, 2022, is available on the Company’s website.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 and
SEBI(LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on
arm’s length basis and do not attract the provision of Section 188 of the Companies Act, 2013. Related party
transactions with the Directors, Senior Management, Personnel, and their relatives are reported to the Audit
Committee from me to time and have been disclosed under the Related Party Transactions as per IND-AS -24
“Related Party Disclosures” issued by the Institute of Chartered Accountants Of India (ICAI) which are set
out in the Annual Report and other relevant notes to the financial statements for the year ended 31.03.2023.

[Disclosure of related party transactions is set out in financial statements and in form AOC 2 attached with this
report.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of the Company have
occurred between the end of the Financial Year of the Company i.e. 31st March 2023 to the date of this
Report other than as stated above.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals that impact the
going concern status and the Company’s operations in the future.

SEXUAL HARASSMENT OF WOMEN IN THE WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have framed the
Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all
workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants.

We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with
the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and regulation 22 of SEBI (LODR)
Regulations, 2015, the Company has formulated a Whistle Blower Policy for vigil mechanism for Directors
and Employees to report to the management about the unethical behaviour, fraud or violation of Company’s
Code of Conduct. The mechanism provides for adequate safeguards against victimization of employees and
Directors who use such mechanism and make provisions for direct access to the Chairperson of the Audit
Committee in exceptional cases. The practice of the Whistleblower Policy is overseen by the Audit
Committee of the Board and Mr Naveen Mani Tiwari (DIN: 09630294), Independent Director is the
Vigilance Officer. None of the personnel of the Company has been denied access to the Audit Committee.
The confidentiality of those reporting violations is maintained and they are not subject to any discriminatory
practice.

INSIDER TRADING CODE:

As per SEBI (Prohibition of Insider Trading) Regulations, 2018, the Company has adopted Code of Conduct
for Fair Disclosures of Un-published Price Sensitive Information and Regulating, Monitoring and Reporting
of Trading by Designated Persons to deter the insider trading in the securities of the Company based on the
Un-published Price Sensitive Information. The Company Secretary is the Compliance Officer for monitoring
adherence to the said Regulations and has laid down an effective monitory system for the said purposes.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1)
and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the
Central Government.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure
potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the
impact of risks identified and take advance actions to mitigate them. The mechanism works on the principles
of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify
evaluate monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate and efficient internal and external control system, which provides protection to
all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal
control systems are further supplemented by internal audits carried out by the respective Internal Auditors of
the Company and Periodic reviews by the management. The Company has put in place proper controls, which
are reviewed at regular intervals to ensure that transactions are properly authorized, and correctly reported and
assets are safeguarded.

CORPORATE GOVERNANCE:

We wish to inform the members that in term of Regulation 15 (2) (b) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, Corporate Governance is not applicable to our Company as we
have listed our securities on the SME Exchange. However, your Company has been practicing the principles
of good corporate governance as it is committed to maintain the highest standards of Corporate Governance.

STATUTORY AUDITOR AND THEIR REPORT:

The Company has appointed M/S Gupta Agarwal & Associates, (Firm Registration No. 329001E), Chartered
Accountants as Statutory Auditor of the company.

The Notes to the Financial Statements referred to in the Auditor's Report are self-explanatory and therefore do
not call for any comments under Section 134 of the Companies Act 2013.

The Auditors’ Report does not contain any qualification reservation or adverse remark. The Auditors’ Report
is enclosed with the financial statements in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a review of the performance of the Company for the year under review Management
Discussion and Analysis Report is presented in a separate section which is annexed to this Report as
Annexure - C.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and
Remuneration of Managerial Personnel Rules) 2014, the Company had Govind Khandelwal & Co.
(Certificate of Practice no. 12327, to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report for the financial year 2022-23 is enclosed in this Annual Report.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013.

The Auditors have remarked about some non-compliances in due filing of some forms and information on
MCA, BSE and Companies Website which are as follows: -

• During the period under review were carried out in compliance with the provisions of the Act. The
company has passed the relevant resolution under section 179(3) for power of Board but has not been
filed form MGT-14 and other forms due to inadvertence of the some and not maintained some
statutory register.

• During the period under review were carried out in compliance with the provisions of the Act,
DPT-03 for the year 2022 and 2023 were wrongly filed as per Balance sheet of the company.

• The company has not complied the web site disclosures and some return require to file with stock
exchange with respect to LODR and other guidelines Issued by SEBI Act.

• During the period under Review Company fail to disclosure of related party transaction to RoC and
Stock Exchange.

The Board has taken note of these lacunas and is keen to update this information to the extent possible at the
earliest. The Board is also devising a better recording and reporting mechanism to avoid such lacunas in
future.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the
Company has maintained a functional website containing basic information about the Company. The website
of the Company contains information like Policies, Shareholding Patterns, Financial, and information of the
designated officials of the Company who are responsible for assisting and handling investor grievances for
the benefit of all stakeholders of the Company, etc.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section
134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of
the Act and listing regulations to the extent the transactions took place on those items during the year. Your
Directors further state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

i. Details relating to deposits covered under Chapter V of the Act;

ii. Issue of Equity Shares with differential rights as to dividend, voting, or otherwise;

iii. Annual Report and other compliances on Corporate Social responsibility;

iv. No significant or material orders were passed by the Regulators or Courts or Tribunals that impact the
going concern status and the Company’s operations in the future.

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company during the year. They
would also like to place on record their appreciation for the continued cooperation and support received by the
Company during the year from bankers, business partners, and other stakeholders.

Date: 7th September 2023 For and on behalf of the Board of Directors

Place: Patna Shantidoot Infra Services Ltd

Sd/- sd/-

AVIJEET KUMAR NAVIN KUMAR

Managing Director Director

(Din-05168425) (Din-09366671)

Resident of Flat No-102, 330, Nehru Nagar

1/A Road NewPatliputra Colony, PO - Patliputra

Dropadi Kunj Apartment Patna 800013 P_at_na (BIHAR)

^Bihar I^ndia PIN - 800013