To The Members,

YURANUS INFRASTRUCTURE LIMITED Ahmedabad

Dear Members,

Your Directors are pleased to present the 30th Annual Report of the Company along with the Audited Financial Statements for the financial year ended on March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

The summary of the financial results for the year and appropriation of divisible profits is given below:

(Rs. in Lakh except EPS)

During the year under review, the total income of the Company during the financial year 2023-2024 was Rs. 7339.74 Lakhs as against Rs. 40.28 lakhs during FY 2022-2023. The Company had profit after tax of Rs.144.53 Lakhs during FY 2023-2024 as against profit of Rs. 3.77 Lakhs during FY 2022-2023. Which shows increase in profit of 3654.54% which shows robust growth in the Company. The major increase in the profit is due to increase in Turnover as compared to previous year.

2. OPERATIONS

Change in Control and Management

During the year under review, Mr. Dinesh Navinchandra Desai, one of the members of the promoter and promoter group and other promoter and promoter group of the Company (Seller), Kushal Nitinbhai Patel and other relatives (Acquirer) and the Company entered into a Share Purchase Agreement (SPA) dated February 24, 2023 and Letter of Offer dated May 1, 2023, whereby the Acquirer agreed to purchase 16,01,100 fully paid-up equity shares of Rs. 10/- each, constituting 45.75 % of the fully diluted voting share capital of the Company (Shares), from the Seller, at a price of Rs. 8/- per equity share (Transaction). Seller transferred the said Shares to the Acquirer. The

Acquirer was classified as one of the promoters of the Company and would be part of the promoter group along with the existing promoter/promoter group.

The Acquirer had already made an open offer to the public shareholders of the Company to acquire from them upto 26% of the fully diluted outstanding equity share capital of the Company at a price of Rs. 8/- per share aggregating to Rs. 72.8 lakhs under the relevant provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Draft Letter of Offer (DLOF) in respect of the open offer was filed by the Acquirer with SEBI on May 1, 2023 and accordingly with due procedure acquirer have acquired requisite shares from public as well as seller and as of now acquirer cum promoters and promoter group hold 66.59 % of the fully diluted equity share capital of the Company.

Pursuant to the Transaction, the Board of Directors was re - constituted, the details of appointment / redesignation and resignation of Directors in the course of such re-constitution are set out herein below under Directors and Key Managerial Personnel.

3. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 (Listing Regulations), a Management Discussion and Analysis, Report forms part of this Report as

Annexure A.

4. TRANSFER TO RESERVES:

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company

5. DIVIDEND:

In the financial year 2023-2024, the Board of Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent, has not recommended any Dividend for the year under review.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations') the Board of Directors of the Company (the ‘Board') formulated and adopted the Dividend Distribution Policy (the ‘Policy').

The Policy is available on our website at www.yuranusinfra.com

6. TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no money lying to unpaid / unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government in pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Further, the provisions related to the shares in respect of which dividend has not been paid/claimed for the consecutive period of seven (7) years or more which are required to be transferred to the demat account of the IEPF Authority, are not applicable to the Company.

7. SHARE CAPITAL

Authorized Capital:

The Authorised Share Capital of the Company as on March 31, 2023 was Rs. 4,00,00,000 (Rupees Four Crores Only) divided into 4000000 (Forty Lakh) equity shares of 10/- each.

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 4,00,00,000 (Rupees Four Crores Only) divided into 4000000 (Forty Lakh) equity shares of 10/- each to Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 15000000 (One Crores Fifty Lakh) equity shares of 10/- each by way of Ordinary Resolution passed in the 29^th Annual General Meeting held on September 30, 2023.

Issued, Subscribed & Paid-up Capital:

During the year, there were no changes took place in the Issued, Subscribed and paid-up Capital of the Company. As on March 31, 2024 the Issued, Subscribed and fully Paid-up Capital of the Company stood at Rs. 3,50,00,000 (Rupees Three Crores Fifty Lakh Only) divided into 3500000 (Thirty Five Lakh) equity shares of 10/- each.

8. CHANGE IN NATURE OF BUSINESS:

During the Financial Year 2023-2024, your Company has managed the affairs in a fair and transparent manner and there was no change in the business of the Company.

The Company is in Manufacturing sector, it is engaged in Cotton Bales Manufacturing. The Company is also involved in Trading and Export of Raw Cotton Bales and Cotton Seeds.

The Company wishes to explore new horizons for diversification into areas which would be more sustainable and profitable to the stakeholders as well as the Company. As part of diversification Plans, new objects clauses to its Memorandum of Association were added in the same has been approved by the members of the Company in the 29^th Annual General Meeting of the Company held on September 30, 2023 as, it signifies a strategic decision to expand its scope of operations.

9. CHANGE IN THE REGISTERED OFFICE

At the beginning of the year, the Registered office of the Company was situated at 201, 2nd Floor, Maulik Arcade, Above Karnavati Pagarkha Bazar, Mansi Cross Road, Vastrapur Ahmedabad - 380015, Gujarat, India.

However, on June 24, 2023, the Board of Directors of the Company at their Meeting, considered and approved the proposal of shifting its registered office to 8th Floor, Office No. 810, One World West, Near Bopal Approach, SP Ring Road, Iscon - Ambali Road, Bopal, Ahmedabad 380058, Gujarat, India.

10. SUBSIDIARIES/ASSOCIATES/ JOINT VENTURES

The Company does not have subsidiaries, associates and joint ventures companies in the period under review.

11. PUBLIC DEPOSITS

During the period under report, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended from time to time).

DIRECTORS

Your Company has well constituted Board, in accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the Company.

As of March 31, 2024, your Company's Board consist of five members comprising of One Executive Director, One Non-executive Director, and three Independent Directors including one Woman Director. The details of Board of Directors are as follows:

* Mr. Kushal Nitinbhai Patel ceased to be member of Audit Committee w.e.f. 08.02.2024

# Ms. Rashmi Kamlesh Otavani was appointed as member of Audit Committee w.e.f 08.02.2024

Total Directorship excluding LLPs, Section 8 Company & struck of Companies.

Committee includes Audit Committee and Shareholders' Grievances Committee across all Public Companies including Yuranus Infrastructure Limited.

Appointment:

During the year under review, and pursuant to the Share Purchase Agreement (SPA) dated February 24, 2023 and Letter of Offer dated May 1, 2023, the Management of the Company changed and following Directors were appointed on May 08, 2023

Cessation/Resignation:

During the year under review, and pursuant to the Share Purchase Agreement (SPA) dated February 24, 2023 and Letter of Offer dated May 1, 2023, the Management of the Company changed and following Directors were resigned from directorship on May 11, 2023

Change in Designation:

During the Year under review, In the 29^th Annual General Meeting held on September 30, 2023 following changes were made:

Regularised appointment of Mr. Nitinbhai Govindbhai Patel as Chairman cum Managing Director.

Regularised appointment of Mr. Kunjal Jayantkumar Soni as Independent Director.

Regularised appointment of Mr. Vinod Kanubhai Rana as Independent Director.

Regularised appointment of Ms. Rashmi Kamlesh Otavani as Independent Director

Mr. Kushal Nitinbhai Patel was initially appointed as Additional, Executive Director in the Board Meeting held on May 08, 2023. His designation has been changed to non-executive Director in the Board meeting held on September 06, 2023 and regularised him as a non-executive director in the 29^th General Meeting held on September 30, 2023.

As on the date of this report, the Board consist of following members.

* Mr. Kushal Nitinbhai Patel was appointed as additional executive Director on My 08, 2023. Further his designation was changed to non-executive director in the Board meeting held on September 06, 2023. After considering his performance and expertise the board of directors in their meeting held May 21, 2024 have approved change in designation of Mr. Kushal Nitinbhai Patel from Non Executive Director to Managing Director subject to approval of members. Further, the Board in their meeting held on May 21, 2024. # Mr. Nilesh Hasmukhbhai Kothari was appointed as additional director w.e.f. May 21, 2024

Retirement by Rotation:

In accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mr. Nitinbhai Govindbhai Patel, Chairman cum Managing Director of the Company retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the approval of the Shareholders of the Company.

KEY MANAGERIAL PERSONNEL:

As on the date of this report, the following are Key Managerial Personnel (“KMPs”) of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Nitinbhai Govindbhai Patel was appointed as Chariman & Managing Director w.e.f. May 08, 2023.

2. Mr. Mr. Harsh Alpeshkumar Desai, Chartered Accountant, (Membership No: 600252) as a Chief Financial Officer (CFO) has been appointed as a Chief Financial Officer of the Company with effect from August 02, 2023.

3. Mr. Anant Bharatbhai Bhatt has been appointed as a Company Secretary & Compliance Officer with effect from August 28, 2023

Brief resume, nature of expertise, details of directorships held in other Companies of the above Director proposed to be reappointed, along with his shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as annexure to the Notice of the 30th Annual General Meeting (AGM).

Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crores, as on the last day of the previous financial year. So, provisions contained in Regulation 17 to 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

13. Declaration from Independent Directors of the Company

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, during the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of remuneration / Incentive to the Executive Directors and payment of sitting fees, commission to Non-executive Directors and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during financial year 2023-2024.

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief: a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures; b. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c. they had 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; d. they had prepared the annual accounts on a going concern basis; e. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were in place, are adequate and operating effectively.

i) The steps taken or impact on conservation of energy: The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavour to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.

ii) The steps taken by the Company for utilizing alternate sources of energy: The Company has not taken any step for utilizing alternate sources of energy. iii)The capital investment on energy conservation equipment: During the year under review, Company has not incurred any capital investment on energy conservation equipment.

i) The effort made towards technology absorption: The Company has not imported any technology and hence there is nothing to be reported here.

ii) The benefit derived like product improvement, cost reduction, product development or import substitution: None iii)in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None

C. The expenditure incurred on Research and Development: NIL

D. Foreign Exchange Earnings & Expenditure:

Earnings - Nil Outgo - 2,88,068

16. PARTICULAR OF EMPLOYEES

During the period under review no employee was paid remuneration in excess of the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014. Disclosure pursuant to Section 197(12) of the Act forms part of Report. The Reports and Accounts are being sent to Members and other entitled thereto, excluding the information on employee's particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on any working day. If any member is interested in obtaining a copy thereof, such member may write to Company Secretary in this regard. The Report is presented in a separate section forming part of this Annual Report as Annexure - B.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration to align with the requirement of the Act and LODR. Remuneration policy can be assessed at www.yuranusinfra.com

17. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR, IF ANY

1. Beeline Capital Advisors Private Limited (“Manager to the Offer”) gave Public Announcement on February 24, 2023 for open offer for acquisition of up to 9,10,000 (nine lakh ten thousand) fully paid-up equity shares having face value of rs. 10/- each, representing 26.00% of the total paid-up / voting share capital of Yuranus Infrastructure Limited (“YIL” or the “Target Company” or “TC”) by Mr. Nitinbhai Govindbhai Patel (Acquirer no. 1), Mrs. Gitaben Nitinbhai Patel (Acquirer No. 2), Mr. Kushal Nitinbhai Patel (Acquirer No. 3) And Mrs. Pooja Kushal Patel (Acquirer No. 4) (hereinafter collectively refer to as “acquirers”) pursuant to and in compliance with Regulation 3 and 4 read with regulations 13(1) and 15(1) of the Securities And Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011, as amended (“Sebi (SAST) regulations”) no person was acting in concert with the acquirer for the purpose of this Open Offer.

2. On Friday, February 24, 2023, the Acquirers had entered into and executed a Share Purchase Agreement with the Sellers of the Target Company to acquire 16,01,100 (Sixteen Lakhs One Thousand One Hundred) Equity Shares constituting 45.75% of Equity and Voting Share Capital of the Target Company at a price of Rs. 8.00/- (Rupees Eight Only).

3. Draft Letter of Offer dated February 28, 2023 in terms of SEBI SAST Regulations 2011 was submitted to SEBI and Stock Exchange.

Change in Control and Management

Mr. Dinesh Navinchandra Desai, one of the members of the promoter and promoter group and other promoter and promoter group of the Company (Seller), Kushal Nitinbhai Patel and other relatives (Acquirer) and the Company entered into a Share Purchase Agreement (SPA) dated February 24, 2023 and Letter of Offer dated May 1, 2023, whereby the Acquirer agreed to purchase 16,01,100 fully paid-up equity shares of Rs. 10/- each, constituting 45.75 % of the fully diluted voting share capital of the Company (Shares), from the Seller, at a price of Rs. 8/- per equity share (Transaction). Seller transferred the said Shares to the Acquirer. The Acquirer is classified as one of the promoters of the Company and would be part of the promoter group along with the existing promoter/promoter group.

The Acquirer had already made an open offer to the public shareholders of the Company to acquire from them upto 26% of the fully diluted outstanding equity share capital of the Company at a price of Rs. 8/- per share aggregating to Rs. 72.8 lakhs under the relevant provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Draft Letter of Offer (DLOF) in respect of the open offer was filed by the Acquirer with SEBI on May 1, 2023 and accordingly with due procedure acquirer have acquired requisite shares from public as well as seller and as of now acquirer cum promoters and promoter group hold 66.59 % of the fully diluted equity share capital of the Company. Pursuant to the Transaction, the Board of Directors was re-constituted.

COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the Financial Statements which is a part of this Annual Report.

19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated a policy to familiarize the Independent Directors with the Company. The management provides information as detailed in the Familiarization Policy for the Independent Directors either at the Board meeting(s) or committee meeting(s) or otherwise. Periodic presentations were made at the Board and /or Committee meetings thereof on various matters, inter-alia, covering business and performance updates, finance, quality, human resources, quarterly and financial results, status of the compliance of the applicable laws and such other areas as may arise, from time to time, where directors get an opportunity to interact with the Company management. Each Director of the Company has complete access to any information relating to the Company. Independent Directors have the freedom to interact with the Company's management. They are given all documents sought by them for enabling a good understanding of the Company, its various operations and industry segments of which it is a part.

During the year the Company continuously through its various Board Meeting(s) and/or Committee meeting(s) facilitated Directors to familiarize about the Company performance and in turn helped them in their active participation in managing the affairs of the Company.

Familiarization Programme undertaken for Independent Directors is provided on the website of the Company at www.yuranusinfra.com

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, all the related party transactions were in the ordinary course of business and on arm's length basis. Therefore, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material significant related party transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

The disclosures as required in IND-AS are provided in relation to transactions with related parties which are forming the part of the notes to financial statement. The policy on Related Party Transactions as approved by the Board may be available on the website of the Company at www.yuranusinfra.com

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Mistry & Shah LLP, Chartered Accountants Ahmedabad (Firm registration number: W100683/122702W), were appointed as Statutory Auditors of the Company for a period of 5 years to hold office till conclusion of the ensuing Annual General Meeting (AGM) of the company.

The Board, on the recommendation of the Audit Committee, has recommended for the approval of the Members, the re-appointment of M/s. Mistry & Shah LLP, Chartered Accountants Ahmedabad (Firm registration number: W100683/122702W), as the Auditors of your Company for a further period of four years from the conclusion of the ensuing 30^th AGM till the conclusion of the 35^th AGM. On the recommendation of the Audit Committee, the Board has also recommended for the approval of the Members, the remuneration of M/s. Mistry & Shah LLP, Chartered Accountants Ahmedabad for the financial year 2024-25. Appropriate resolution seeking your approval for the appointment and remuneration of M/s. Mistry & Shah LLP, Chartered Accountants Ahmedabad as the Statutory Auditors is appearing in the Notice convening the 30^th AGM of your Company.

The Statutory Auditors' report does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications / comments. The Statutory Auditors have not reported any incident of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directors' Report under Section 143 (12) of the Companies Act, 2013, to the Audit Committee of the Company during the year under review.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS And CO. LLP, Ahmedabad, Gujarat, to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report (Form No. MR-3) is annexed herewith as “Annexure - C”.

3. Few ROC forms have been filed delayed with additional fees by the company for the financial year 2023-24.

Management Response

The delay in some of the RoC forms were caused as multiple projects were going on during such period, However the company emphasize on dedication to upholding the highest standards of compliance and transparency and assures that no such instances occur in future.

4. Company is not maintaining functional website as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015

Management Response

Due to takeover and change in management was in process, the new management was not in possession of requisite details about the credentials of domain and hence the process of updating website got delayed. However, the Company is in process of updating the website at the earliest.

5. Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015: -

Company purchased Software on August 01, 2023. Company maintained SDD software in Excel till July 31, 2023. We cannot comment on SDD entry made for UPSI before August 01, 2023 as data maintained in excel does not have Audit Trails such as Time Stamping. We have relied on the representation made by the Company and its officers for system and mechanism framed by the Company for compliances of the said laws for tenure April 1, 2023 till July 31, 2023

Management Response

After the change in management, the new management after considering various SDD softwares, had purchased SDD software namely "INSIDER SDD" on August 01, 2023 and all the entries prior to that were captured in the software accordingly. Further the Company has also got the software inspected from BSE and the “SDD Non-compliant” status has been removed post inspection. And now company is complying with the provisions of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 M/s RJ and Associates, Cost Accountants, a Partnership firm (PAN ABCFR2322R and Firm Registration No. 004690), was appointed as an Internal Auditor of the Company for Internal Audit of the Company for F.Y. 2023-2024.

The Company continued to implement his suggestions and recommendations to improve the control systems. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor's findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Cost Auditors and Cost Audit:

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

22. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.yuranusinfra.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company. The policy enables the employees to report to the management instances of unethical behaviour actual or suspected fraud or violation of Company's Code of Conduct. This provides for adequate safeguards against the victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.

During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.yuranusinfra.com

24. CORPORATE SOCIAL RESPONSIBILITY AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135(1) of the Companies Act, 2013 every Company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year hall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one Director shall be an independent director.

Your Company's Net Profit (Profit before Tax) of Rs. 197.03 Lakh during the immediately preceding financial year (i.e. F.Y. 2023-2024), which is below the above mentioned threshold limit and accordingly, the provisions of CSR does not apply to your Company.

25. MEETINGS OF THE COMPANY

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

During the Financial Year 2023-24, Nine(9) Board Meetings were held respectively on, May 05, 2023, May 08, 2023, May 11, 2023, June 24, 2023, August 02, 2023, August 28, 2023, September 06, 2023, November 09, 2023 and February 08, 2024. All the Meetings were held in person. The last Annual General Meeting (29^th AGM) was held on September 30, 2023 at 01:00 P.M. (IST) through Video Conferencing (VC). Attendance record of each of the Directors at the Board Meetings during the Financial Year 2023-24 and at the last Annual General Meeting are given below:

Annual Evaluation of Board of Directors and Independent Directors

During the year, the Board of Directors, Independent Directors and Nomination & Remuneration Committee carried out an annual evaluation of performance of all Individual Directors including Independent Directors, Board as a whole, Committee of the Board and the Chairman of the Company based on various parameters or criteria pursuant to the provisions of the Companies Act, 2013, SEBI Listing Regulations and Nomination & Remuneration policy of the Company.

Meeting of Independent Directors

A separate meeting of Independent Directors of the Company without the presence of the Executive Directors & the Management Representatives was held on March 30, 2024. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

26. COMMITTEE OF BOARDS

As required by the provisions of the Act and Listing Regulations, the Company has already formed the following Committees.

The Board of Directors has constituted 3 Committees of the Board viz.

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

The Board of Directors in line with the requirement of the act has formed various committees details of which are given hereunder.

Brief description of terms of reference

The Audit Committee acts as a link among the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company. The Committee's purpose is to monitor financial reporting processes, review the Company's established system and processes for internal financial controls, governance and to review the Company's statutory and internal audit activities. The Company Secretary of the Company acts as a Secretary to the Committee. The Chairman of the Committee is an Independent Director having knowledge in Finance. Broad Terms of Reference of the Committee inter-alia include:

Recommending appointment/re-appointment and remuneration of Auditors to the Board and performance evaluation of Auditors of the Company;

Review of management discussion and analysis of financial condition and results of operations

Review of management letters / letters of internal control weaknesses issued by the statutory auditors

Review of internal audit reports relating to internal control weaknesses

Review of Company's financial statements, internal financial reporting process and the audit process;

Review of adequacy, reliability and effectiveness of internal financial controls, risk management process and vigil mechanism;

Approval of related party transactions;

Monitoring of process for compliance with laws, regulations and the code of conduct;

Review of compliance with provision of SEBI Insider Trading Regulations, 2015; Scrutiny of inter-corporate loans and investments.

Meetings, Attendance & Composition of the Audit Committee

Six (6) Audit Committee Meetings were held during the year 2023-24 i.e. on May 05, 2023, August 02, 2023, August 28, 2023, September 06, 2023, November 09, 2023 and February 08, 2024. The gap between two consecutive meetings of the Audit Committee never exceeded 120 days.

The composition of the Audit Committee and the details of the meetings attended by its members during the financial year ended March 31, 2024 are as under:

* Mr. Atul Jayantilal Shah ceased to be Chairman and Mr. Mohit Dinesh Desai and Mr. Rajendrakumar Shantilal Gandhi ceased to be member of audit committee w.e.f. May 11, 2023 pursuant to business acquisition & change in management.

# Mr. Kunjal Jayantkumar Soni appointed as a Chairman and Mr. Vinod Kanubhai Rana appointed as a member w.e.f. May 08, 2023.

$ Mr. Kushal Nitinbhai Patel appointed as a member w.e.f. May 08, 2023 and ceased to be member w.e.f. February 08, 2024.

^ Mr. Nitinbhai Govindbhai Patel and Ms. Rashmi Kamlesh Otavani were appointed as a member w.e.f. February 08, 2024.

Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee (NRC) has been constituted in compliance with the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/ responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee.

Broad Terms of Reference of the Committee inter-alia include:

Formulation of criteria for determining qualifications, positive attributes and independence of director and recommending to the Board a policy, relating to remuneration for the directors, key managerial personnel and other senior level employees;

Identify Independent Directors to be inducted into the Board from time to time and take steps to refresh the composition of the Board from time to time;

Formulation of criteria for evaluation of performance of Independent Directors and the Board;

Devising a policy on diversity of Board of Directors;

Identification of persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal;

To decide whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors;

Recommend to the board, all remuneration, in whatever form, payable to senior management;

To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable.

Meetings, Attendance & Composition of the NRC Committee

Six (6) NRC Committee Meetings were held during the year 2023-24 i.e. on May 08, 2023, May 11, 2023, August 02, 2023, August 28, 2023, September 06, 2023 and February 08, 2024. The composition of the NRC Committee and the details of the meetings attended by its members during the financial year ended March 31, 2024 are as under

* Mr. Atul Jayantilal Shah ceased to be Chairman and Mr. Rajendrakumar Shantilal Gandhi ceased to be member of Nomination and Remuneration Committee w.e.f. May 11, 2023 pursuant to business acquisition & change in management.

# Mr. Vinod Kanubhai Rana appointed as a Chairman and Mr. Kunjal Jayantkumar Soni & Ms. Rashmi Kamlesh Otwani were appointed as a member of Nomination and Remuneration Committee w.e.f. May 08, 2023.

^ Mr. Nitinbhai Govindbhai Patel was appointed as a member w.e.f. February 08, 2024.

Stakeholders' Relationship Committee (SRC)

The Stakeholders' Relationship Committee (SRC) has been constituted by the Board of the Directors in accordance with the requirements mandated under Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of SEBI Listing Regulations.

Broad Terms of Reference of the Committee inter-alia include:

Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

Review of measures taken for effective exercise of voting rights by shareholders;

Review of various services being rendered by the Registrar & Share Transfer Agent;

Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Shareholders Complaints are redressed through SEBI Complaints Redress System (SCORES).

Shareholders' Complaints:

Meetings, Attendance & Composition of the SRC Committee:

Six (6) SRC Committee Meetings were held during the year 2023-24 i.e. on May 08, 2023, August 02, 2023, September 06, 2023, November 09, 2023, December 29, 2023 and March 13, 2024.

The composition of the SRC Committee and the details of the meetings attended by its members during the financial year ended March 31, 2024 are as under:

* Mr. Atul Jayantilal Shah ceased to be Chairman and Mr. Rajendrakumar Shantilal Gandhi & Mrs. Nisha Mohit Desai ceased to be member of Stakeholders Relationship Committee w.e.f. May 11, 2023 pursuant to business acquisition & change in management.

# Mr. Vinod Kanubhai Rana appointed as a Chairman, Mr. Kunjal Jayantkumar Soni & Ms. Rashmi Kamlesh Otwani were appointed as a member of Nomination and Remuneration Committee w.e.f. May 08, 2023.

^ Mr. Nitinbhai Govindbhai Patel was appointed as a member w.e.f. February 08, 2024.

27. RISK MANAGEMENT

During the Financial Year 2023-2024, the Company was exempted under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management. board is fully aware of Risk Factor and is taking preventive measures wherever required.

The Company has a mechanism in place to inform Board Members about the risk assessment and minimization procedures. The details of the identification of the various risk associated with the business of the Company which in the opinion of the Board may threaten existence of the Company is detailed in the enclosed Management Discussion & Analysis Report (“MDAR“).

There are no risks which in the opinion of the Board threaten the existence of the Company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report (MDA), which forms a part of this Annual Report.

PERSONNEL

The details of remuneration paid during the financial year 2023-2024 to Directors and Key Managerial Personnel of the Company is provided in Form MGT- 7 which is uploaded on the website of the Company at www.yuranusinfra.com

29. LISTING

The Equity Shares of the Company listed at BSE Limited (Main Board). The previous management has not paid the Annual Listing Fees for the Financial Year 2022-23 and same was paid on May 02, 2023. However, the BSE has adjusted the same against the fees for the FY 2023-2024 and the Annual Listing Fees for the Financial Year 2023-2024 was paid after the due date to BSE Limited.

The Company has timely paid Listing fees for FY 2024-25.

30. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. As per the said Policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment.

Your Directors state that during the year under review, there were no complaints relating to sexual harassment nor any cases filed pursuant to the said Act.

31. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is displayed on the website of the Company at www.yuranusinfra.com

32. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in a place an adequate and effective Internal Control Mechanism to ensure efficient conduct of its operations, security of assets, prevention and detection of frauds/errors, preserving accuracy and completeness of the accounting and business records and timely preparation of financial statements and related information. These internal control systems are then further supplemented by Internal Audit carried out by the Internal Auditor of the Company and periodical review by the management. The Company has put in place Proper and adequate controls, which are reviewed at regular intervals to ensure that the business decisions and transactions are properly authorized, correctly and timely reported and the assets are safeguarded from loss, damage and misuse.

In addition to above, the Company has formulated a Vigil Mechanism and Whistle Blower Policy for its Directors and employees of the Company for reporting genuine concern about unethical practices and suspected mal-practices.

33. CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not company is not falling under the criteria mention in regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance.

However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this report under the respective heading.

OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There were no significant and material orders issued against the Company by any regulatory authority or court or tribunal during the year that could affect the going concern status and Company's operation in future.

35. SECRETARIAL STANDARDS

Secretarial Standards as applicable to the Company were followed and complied with during the Financial Year 2023-2024.

36. PREVENTION OF INSIDER TRADING

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, theBoard of Directors of the Company has adopted a Code of Conduct to Regulate, Monitor, Report Trading by Insiders to determine the insider trading in the securities of the Company based on the unpublished price sensitive information and Code of practices and procedures for fair disclosure of unpublished price sensitive information for adhering to the principles of fair disclosure.

37. HEALTH, SAFETY AND ENVIRONMENT

The safety excellence journey is a continuing process of the Company. The Company provide safety environment to the employees & workers of the Company. The Company also gives safety tips to workers. The Company has given all the safety equipment to the workers. The Company also takes care of the health of the workers during their work. The company has maintained a friendly environment so that if any employee or worker faces any problem, he can directly talk to the concerned person. The Company also checking the workers during their works.

38. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that the quality of the employees is the key to its success and is committed to equip them with skills. The Company provides to the employees a fair and equitable work environment and support from their peers with a view to develop their capabilities leaving them with the freedom to act and to take responsibilities for the task assigned. The Company has strongly embedded core values and all employees are trained and encouraged to use these values in their daily operations and the bases for making decisions. The Company's management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance. This has helped to ensure all employees are aligned and focused on key objectives and key performance indicators critical for the Company's performance. In order to meet steady flow of talent, Company has appointed experienced professionals in Technical as well as Commercial Departments. Apart from that, as a strategic policy, every year, Company hires new pool of talent from reputed technical / petroleum institutes through campus selection process.

In adding up, the Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Management. The Industrial relation of the Company with various suppliers, customers, financial lenders and employees is cordial.

39. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are its most important stakeholders. The Company accords top priority for creating and enhancing shareholders value. All the Company's operations are guided and aligned towards maximizing shareholders value. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

CODE, 2016

Not applicable, as there were no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

41. REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the Company or to the Central Government.

42. OTHER DISCLOSURES

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;

1) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

3) Annual Report and other compliances on Corporate Social Responsibility;

4) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

5) There is no revision in the Board Report or Financial Statement;

6) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

7) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

43. APPRECIATION & ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continuous cooperation, support and assistance provided by all stakeholders, financial institutions, banks, government bodies, technical collaborators, customers, dealers and suppliers of the Company.

Your Directors also wish to place on record their sincere appreciation for the contribution made by our dedicated and loyal employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.