DIRECTORS' REPORT

The Board of Directors hereby submits the report of the business and operations of your Company
(Shantidoot Infra Services Ltd), along with the Standalone and for the Financial Year ended on 31st March
2025.

1. STATE OF AFFAIRS OF THE COMPANY

A. FINANCIAL RESULTS:

The Company’s financial performance for the year ended on 31st March 2025 is summarized below:

B. DIVIDEND:

For the Financial Year 2024-25, the Board of Directors has not recommended any dividend.

C. TRANSFER TO RESERVES:

The Company has transferred 747.52 lakhs profit for the FY 2024-25 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. To this end, the
Company continuously strives for excellence in its Investor Relations engagement with investors through
physical, video and audio meetings through structured conference-calls and periodic investor/analyst
interactions like one-on-one meetings, participation in investor conferences, and analyst meet from time to
time. The Company’s leadership team, including the Managing Director and Chief Executive Officer (MD &
CEO), Chief Financial Officer, spent significant time to interact with investors to communicate the strategic
direction of the business during the previous financial year. All the four quarterly earnings calls conducted
during the year were also well attended by investors and analysts. No unpublished price sensitive information
is discussed in these meetings. The Company ensures that critical information about the Company is available
to all the investors, by uploading all such information on the Company’s website.

2. MAJOR EVENTS OCCURRED DURING THE YEAR

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 REGISTERED OFFICE:

The registered office of the company is at Gautam Shree, 132B, Patliputra Colony, Patliputra, Patna, Phulwari,
Bihar, India, 800013.

SHARE CAPITAL:

During the year under review, the authorized and paid-up share capital of the Company is as follows:
AUTHORIZED CAPITAL:

The Authorised Capital of the Company is T 3,00,00,000/- divided into 45,00,000 Equity Shares of T 10/-
(Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID UP CAPITAL:

As on 31st March 2023, the issued, subscribed, and paid-up capital of the Company is T 1,79,80,000/- divided
into 1,79,800 Equity Shares of T 10/- (Rupees Ten Only) each.

During the year, the Company increased its Paid up share Capital from Rs. 5,00,00/- comprising of 50,000
equity shares of Rs. 100/- each to Rs. 1,55,00,00/- comprising of 15,00,000 equity shares of Rs 10/- each
Through sub-division at the ratio of 1:3 and subsequent issue of bonus equity shares (Post Split) in proportion
1:3 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 T 10.00 each of Shantidoot Infra Services Limited for cash at a price of T 81.00
per Equity Shares (including premium of T 71.00 per Equity Shares) aggregating T 401.76 Lakhs by our
Company comprising of Fresh Issue of 2,48,000 Equity Shares of face value T 10.00 each of our Company
for cash at a price of T 81.00 per Equity Shares (including premium of T 71.00 per Equity Shares) aggregating
T 200.88 Lakhs and Offer for Sale of 2,48,000 equity Shares of face value T 10.00 each for cash at a price of
T 81.00 per Equity Shares (including premium of T 71.00 per Equity Shares) aggregating to T 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 INE04AK01028.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, 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 MEETING:

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.

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

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.

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, Mr. Avijeet Kumar is the Managing Director as well as
Chief Financial Officer a Key Managerial Personnel of the Company.

Ms. Pallavi Pramod Bhandari is appointed as the Company Secretary and Compliance Officer of the
Company.

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 2025; 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 2025 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.

COMMITTEE 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

The Board had constituted a qualified Audit Committee pursuant to provision of the Companies Act, 2013 as
well as Regulation 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, 2024, September 02, 2024,
November 14, 2024, and March 28, 2025. Composition of the Audit Committee of the Board are as below

B. STAKEHOLDER’S RELATIONSHIP COMMITTEE:

Pursuant to Provisions of Companies Act, 2013 and rules made there under and Regulation 20 of SEBI
(Listing Obligations and Disclosure Requirements) Regulation 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, 2024.

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

C. 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 Regulations of SEBI (Listing Obligation and Disclosure
Requirements) regulations 2015.

During the year Committee met 2 (Two) times on September 02, 2024, and March 28, 2025.

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.

REMUNERATION OF DIRECTORS:

The details of remuneration paid during the Financial Year 2024-25 to Directors of the Company are
provided in the Financial Statement.

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.

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, 2025, is available on the Company’s website.

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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2022-23, there were materially significant related party transaction undertaken by
the Company under Section 188 of the Companies Act, 2013 read with rules framed there under Regulation
23 of SEBI (LODR) Regulations, 2015. 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 2025 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 SEBI(LODR)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. 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:

Integrity and transparency are key factors in our corporate governance practices to ensure that we achieve and
retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value
legally, ethically, and sustainably. Our Board exercises its fiduciary responsibilities in the

the widest sense of the term. Our disclosures seek to attain the best practices in international corporate
governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our
business decisions.

As our company has been listed on the SME Platform of Bombay Stock Exchange Limited (BSE), by virtue
of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the
compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i)

of sub-regulation (2) of Regulation 46 and Para C D and E of Schedule V are applicable to the company.
Hence Corporate Governance Report form a part of this Board Report as ANNEXURE-D

STATUTORY AUDITOR AND THEIR REPORT:

The Company has appointed M/S SRKS & Associates, (Firm Registration No. 025002C), 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 attached as Annexure-E

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 2024 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, one of a Board Meeting and Audit Committee Meeting were held at
intervals longer than those prescribed under the Companies Act, 2013. The applicability of spending
CSR funds has arisen on the Company as on 31.03.2025, requiring utilization in the financial year
2025-26. However, due to the unavailability of suitable projects, the Company is yet to spend the
CSR amount

• During the period under review, it was observed that certain disclosures required to be displayed on
the Company’s website, as prescribed under SEBI Regulations, were either incomplete or not
available.

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

v. 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: 8th September 2025 For and on behalf of the Board of Directors

Place: Patna Shantidoot Infra Services Ltd

AVIJEET KUMAR TRIPURARI LAL

Managing Director Director

(Din- 05168425) (Din-08385623)