Dear Members,

The Board of Directors ("the Board") hereby submits 15th Annual Report of the business and operations of Suyog Gurbaxani Funicular Ropeways Limited ("the Company" or "Your Company" or "SGFRL") along with the audited financial statements for the financial year ended March 31, 2024.

Result of our operations and State of Affairs:

Summary of the operations of the Company for the financial year ended March 31, 2024 is as follows:

(Rupees in Hundreds)

Financial Highlights:

During the year under review, the net revenue from operations grew by approximately by 251%. The Company has registered a turnover of ' 63,11,89351/- as against ' 18,00,56,975/- in the previous year. The other income stood at ' 5,04,253/- against ' 2,00,345/- in the previous year. The total expenditure stood at ' 55,32,96,189/- as against ' 18,01,74,307/- in the previous year. Your Company registered a total profit of ' 7,83,974.15/- for the financial year ended March 31, 2024, as compared to Profit of ' 83,013/- in the previous year.

The operating and financial performance of your Company has been covered in the Management Discussion and Analysis Report which forms part of the Annual Report.

Business Overview:

The Company is engaged in infrastructure development services and Construction sector. It offers ropeway facilities and provides stay, shopping, and parking services, serving customers in India. The Company excels in the design, construction, and operation of Funicular Ropeway Systems, cementing its reputation within the industry. Operating on a Build, Operate, and Transfer (BOT) model, the Company offers comprehensive end-to- end solutions for BOT Ropeways/Funicular Railways Projects.

Transfer to Reserves:

The Board of your Company has decided not to transfer any amounts to the General Reserves, for the year ended March 31, 2024.

Share Capital:

There has been no change in the authorized share capital of the Company during the Financial Year 2023-24.

Accordingly, as on March 31, 2024, the Authorized Share Capital stood at INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of ' 10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company as on March 31, 2024 is '24,86,22,220/- divided into 2,48,62,222 fully paid-up equity shares of Re.10/- each.

Further, the Company has not issued any convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. There has been no change in the capital structure of the Company during the year.

Public Deposits:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there were no deposits lying unpaid or unclaimed.

Loan from Director:

Your Company has taken loan from the Directors during the year 2023-2024 and details are given in the Notes to the Financial Statements under the head of Related Party Transaction forming part of the Annual Report.

During the year the Company has taken loan from Directors of the Company, details are as given below:

Particulars of Loans, Guarantees or Investments:

The particulars of loans and guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Notes to the Financial Statements forming part of the Annual Report. All the loans given by the Company to the body corporate are towards business purpose.

Particulars of Subsidiary, Associate and Joint Ventures:

The Company does not have any Subsidiary, Associate and Joint Ventures as on March 31, 2024.

Particulars of Contracts or Arrangements with related parties referred to in Section 188(1) of the Act:

All related party transactions that were entered into during the Financial Year 2023-24 were on arm's length basis and in the ordinary course of business except as disclosed in Form AOC 2 which forms part of the Board Report as Annexure I. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors from time to time and the same are disclosed in the Financial Statements of the Company for the year.

Directors:

As on March 31, 2024, the Board of Directors of your Company comprise of nine (9) Directors consisting of a Whole Time Director and eight (8) Non-Executive Directors, out of which four (4) are Independent Directors including one Woman Independent Director. The constitution of the Board of the Company is in accordance with Section 149 of the Act.

On the basis of the written representations received from the directors, none of the above directors are disqualified under Section 164 (2) of the Act.

Mr. Rajkumar Dwarkadas Gurbaxani (DIN: 00324101) and Mr. Hrishikesh Deodatta Marathe (DIN: 02251842) were re-appointed as Whole Time Director and Non-Executive Independent Director of the Company with effect from September 25, 2023 and March 6, 2024 for a period of 5 (Five) years respectively.

The Company has adhered to Section 152 of the Act. Mr. Shivshankar Gurushantappa Lature, (DIN: 02090972), who retired by rotation, was reappointed as a Director at the 14th AGM. The Board recommends the reappointment of Mr. Aditya Rajkumar Gurbaxani (DIN:06731918) and Mr. Suyash Shivshankar Lature (DIN: 09423584), being the longest-serving Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Resolutions seeking the shareholder's approval for their re-appointment along with the required details forms part of the Notice.

Mr. Ramlal Kisan Sarote, who was appointed as Independent Director of the Company w.e.f. April 12, 2019, has completed his first tenure of 5 years. The Board of Directors recommend his re-appointment of 5 years in the ensuing AGM.

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year under review and at the last Annual General Meeting ("AGM"), name of other listed entities where the Directors of the Company are Director and the number and categories of their Directorships and Committee Chairmanships/ Memberships held by them in other public limited companies as on March 31, 2024 are given herein below:

Number of Meetings of Board of Directors:

During the year, the Board of Directors met five (5) times, the details of which are given below. The intervening gap between two consecutive meetings was within the period prescribed under the Act,

Secretarial Standards 1 and Securities Exchange Board of India (Listing Obligation and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended from time to time.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, Mr. Rajkumar Dwarkadas Gurbaxani, Whole Time Director, Mrs. Jagadamma Purushottam Wandhare, Chief Financial Officer and Mrs. Bhakti Manish Visrani (formerly known as Ms. Pratima Hirani), Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2024.

Declaration of Independence:

The Company has received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of SEBI Listing Regulations. Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, remuneration, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of Independent Director on the Board.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, 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 Director being evaluated.

Annual Evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board including the Independent Directors and Chairperson covering various aspects of the Board's functioning such as the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors /Non-Executive Directors /Executive Directors and the Chairman of your Company. In a separate meeting of Independent Directors which was held on 19th March, 2024, performance of non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive directors and Non-Executive Directors.

At the board meeting that followed the meeting of the Independent directors and meeting of Nomination and Remuneration Committee, 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 directors being evaluated.

Committees of the Board:

The Board of your Company has formed various Committees, as per the provisions of the Act and as a part of the best corporate governance practices, as per SEBI Listing Regulations. The terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following Committees:

a) Audit Committee

The Audit Committee has been constituted in line with the provisions of Section 177 of the Act. The members of the Audit Committee are financially literate and have requisite experience in financial management. All the recommendations made by the Audit Committee were accepted by the Board.

During the financial year ended March 31, 2024, 4 meetings of the Audit Committee were held on May 29, 2023, August 14, 2023, November 8, 2023 and February 8, 2024 .

The composition of the Audit Committee and their attendance of the Board of Directors of the Company attended during the financial year ended March 31, 2024 are detailed below:

b) Nomination and Remuneration Committee

During the financial year ended March 31, 2024, 2 meetings of the Nomination and Remuneration Committee ("NRC") were held on May 29, 2023 and August 14, 2023.

The NRC has been constituted in line with the provisions of Section 178 of the Act. The composition along with the details of the meetings held and attended during the financial year ended March 31, 2024 are detailed below:

c) Stakeholders Relationship Committee

During the financial year ended March 31, 2024, 1 meetings of the Stakeholder Relationship Committee (SRC) were held on February 6, 2024.

The SRC has been constituted in line with the provisions of Section 178(5) of the Act. The constitution of the Stakeholders Relationship Committee and their attendance during the financial year March 31, 2024 is detailed below:

Compliance with secretarial standards on Board and General Meetings:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

Internal Financial Control Systems and their Adequacy:

Your Company has in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of internal control. During the year under review, no material or serious observations have been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by M/s SKSS & Associates, Chartered Accountants, Internal Auditors, Firm Registration Number 146986W and post audit reviews are also carried out to ensure follow up on the observations made.

Governance:

Your Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values. Your Company was compliant with the provisions relating to Corporate Governance.

Management Discussion and Analysis Report:

As per Regulation 34 of SEBI Listing Regulation, a separate section on Management Discussion and Analysis Report highlighting the business of your Company forms part of Annual Report. The Report, inter-alia, provides details about the economy, business performance review of the Company's various businesses and other material developments during the year.

Credit Ratings:

During the year under review, the Company has obtained CRISIL BBB/Stable credit rating from CRISIL.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

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.

Maintenance of Cost Records:

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

Auditors & Reports Statutory Auditors:

M/s. Aniket Kulkarni & Associates, Chartered Accountants, Mumbai (Firm Registration No: 130521W) were appointed as Statutory Auditors of your Company at the 13th Annual General Meeting for a term of five consecutive years from the conclusion of 13th Annual General Meeting of Company till the conclusion of its 18th Annual General Meeting. The Company has received their eligibility certificate confirming that they are not disqualified from continuing as Auditors of the Company.

The Auditors' Report does not contain any qualifications, reservations, adverse remarks or disclaimers. Further, Notes to Accounts are self-explanatory and do not call for any comments.

Secretarial Auditor:

Pursuant to Section 204 of the Act, your Company had appointed M/s. Amruta Giradkar and Associates, Company Secretaries, Mumbai (Membership No. A48693, COP No. 19381) as its Secretarial Auditors to undertake the Secretarial Audit of your Company for the Financial Year ended March 31, 2024. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure II.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

Internal Auditors:

M/s. DBS & Associates, Chartered Accountants, Firm Registration Number 018627N, Internal Auditors resigned w.e.f. May 30, 2024. Pursuant to the provisions of Section 138 of the Act, and The Companies (Accounts) Rules, 2014 and on the recommendation of the Audit Committee, M./s. SKSS & Associates, Chartered Accountants, Firm Registration Number 146986W were appointed by the Board of Directors at Board Meeting held on May 30, 2024 to conduct Internal Audit for the financial year 2024-2025 of the Company.

Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors, Secretarial Auditors nor Internal Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed by your Company or against your Company by its officers and employees, details of which would need to be mentioned in the Board's Report.

Annual Return:

Pursuant to Section 134(3)(a) and Section 92(3) of Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.sgfrl.com

Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Company's website at www.sgfrl.com and can be accessed at https://sgfrl.com/corporategovernance/?v=6c8403f93333

Vigil Mechanism/Whistle Blower Policy:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations to report concerns about unethical behavior.

The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports, and so on. The employees of the Company have the right/ option to report their concern/ grievance directly to the Chairperson of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Audit Committee.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. This policy is uploaded on the Company's website at www.sgfrl.com and can be accessed at https://sgfrl.com/corporategovernance/?v=6c8403f93333

Company's Policy on Board Diversity, Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Board has adopted Board Diversity Policy and Nomination and Remuneration Policy of the Company on remuneration and other matters including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is placed on the website of the Company and can be accessible at https://sgfrl.com/corporategovernance/?v=6c8403f93333

Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Committee ("1C") which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

There has been no complaints pertaining to sexual harassment that were filed, disposed of and/ or pending during the financial year. The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

Risk Management Policy:

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the policy are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company. The Board in their meetings review the risks and in their opinion, no risk exists which threaten the existence of the Company.

Corporate Social Responsibility:

In accordance with Section 135 of the Act, any company whose net profit, calculated as per Section 198 of the Act, exceeds ' 5 crores, is required to spend 2% of its average net profit over the last three years on Corporate Social Responsibility (CSR) activities.

As your Company's net profit for the year ended March 31, 2024, exceeded the prescribed threshold, the Company will comply with the CSR requirements during the financial year 2024-2025.

The Company in process of development and implementation of its CSR initiatives for the financial year 20242025 and will be disclosed on the website of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo:

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure III.

Human Resources:

As a service Company, the Company's operations are heavily dependent on qualified and competent personnel. As on March 31 2024, the total strength of the Company's permanent employees stood at 266 excluding casual & contract staff. Your Company takes significant effort in training all employees at various levels.

Particulars of Employees:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is attached herewith as Annexure IV.

Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of the report:

There have been no other material changes and commitments that occurred after the close of financial year till the date of report, which may affect the financial position of the Company, except as stated in this report.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm and state that:

a) in the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards had been followed and no material departures have been made for the same;

b) they 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 at the end of the financial year ended on March 31, 2024 and of profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the year ended March 31, 2024 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 ("IBC") during the year along with its status as at the end of Financial Year:

There was no application made or any proceeding which was pending under IBC during the year under review.

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:

There were no instances of one-time settlement with any Bank or Financial Institutions during the period under review.

Change in the nature of business:

There has been no change in the nature of business during the year.

Others:

Your Directors state that no disclosure or reporting is required in respect of any transactions or matters during the year under review and there has been no failure in implementation of any Corporate Action.

Cautionary Statement:

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgement:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our users, bankers, customers, government & nongovernment agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.