Citadel Realty & Developers Ltd Directors Report

The Companys financial performance for the financial year under review along with previous financial years figures is given hereunder:

(Amount in lakh except EPS)

The Company is currently developing project under the aegis of the Slum Rehabilitation Authority to rehabilitate a slum in Bhandup which is in eastern suburbs of Mumbai. There is a significant improvement in the demand for affordable housing which augurs well for the future of the Company. The Company also has entered into a JV with a group Company for development of a nearby slum Project and the construction activities are yet to commence.

The Company is primarily engaged in the activities of Real Estate Development. There was no change in nature of business of the Company, during the financial year under review.

As a prudent economic measure and in order to conserve the scarce liquid resources of the Company, your Directors do not recommend any dividend on the equity shares for the financial year under review.

During the financial year under review no amount is proposed to be transferred to General Reserve.

There is no unclaimed dividend lying in terms of section 125(2), of the Companies Act, 2013 and accordingly the provisions of said section do not apply.

There were no material changes and commitments occurred during the financial year 2023-24 and between the end of the financial year and the date of the Report affecting the financial position of the Company.

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBI). The report on Corporate Governance as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report.

Certificate on Corporate Governance

As required by SEBI (LODR) Regulation, 2015, Certificate on Corporate Governance is attached as ‘Annexure 2 to the Corporate Governance Report.

The Company has not accepted any fixed deposits, covered under Chapter V of the Companies Act, 2013.

During the Financial year under review, Mr. Kiran Bangera resigned from the services of the Company as Company Secretary and Compliance Officer w.e.f. the closing of working hours of April 19, 2023. Subsequently, Mr. Yogesh Patole (ACS 48777) was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. June 8, 2023.

Mr. Sundaram Ramamurthi (DIN: 00135602) Executive Director and CEO of the Company ceased to be a member on the Board of Directors of the Company w.e.f. Tuesday, November 28, 2023 on account of his sudden and sad demise on the said date.

The Board upon recommendation of Nomination and Remuneration Committee at its meeting held on January 30, 2024, has approved the appointment of Mr. Nilesh Dand, as CEO of the Company.

Subsequent to such appointment, Mr. Nilesh Dand, Executive Director & CFO of the Company, was re-designated as Executive Director, CEO & CFO of the Company w.e.f. January 30, 2024.

Mr. Parmeet Shah (DIN: 03362384), was appointed as an Additional (Executive) Director by the Board of Directors of the Company w.e.f. May 9, 2024 to hold office upto the ensuing AGM of the Company. Subsequently, Mr. Parmeet Shah was redesignated as Whole time Director by the Shareholders through Postal Ballot process on August 8, 2024.

Mr. Yogesh Patole resigned from the office of whole-time Company Secretary and Compliance Officer of the Company w.e.f. May 27, 2024. Subsequently, Mr. David Saldanha (ACS 74305) was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. August 13, 2024.

Ms. Yamini Shah (DIN: 03441691), was appointed as an Additional (Non Executive Independent) Director by the Board of Directors of the Company w.e.f. August 13, 2024 to hold office upto the ensuing AGM of the Company.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)/ DECLARATION FROM INDEPENDENT DIRECTORS:

a. Composition of the Board:

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which, inter alia, stipulates that the Board should have an optimum combination of executive and non-executive directors.

There were 5 (Five) Directors on the Board of the Company as on 31^st March, 2024. The Board of Directors comprises of 1 (One) Executive Director and 4 (Four) Non-Executive Directors out of which 2 (Two) are Independent Directors and 2 (Two) are Non-Independent Directors. The Company has a Non-Executive Woman Director on the Board of the Company. The Board is headed by Mr. Veeraraghavan Ranganathan, Chairperson & Non-Executive Independent Director.

As on 31^st March, 2024, the Board comprised of Mr. Veeraraghavan Ranganathan (Chairperson and Non-Executive - Independent Director), Mr. Chetan Ramniklal Shah (Non-Executive - Non Independent Director), Mrs. Sonal Mayur Shah (Non- Executive - Non Independent Director), Mr. Devendra Jashwantrai Shrimanker (Non-Executive - Independent Director) and Mr. Nilesh Dhankumar Dand (Executive Director, CEO & CFO).

Mr. Parmeet Shah (DIN: 03362384), was appointed as a Whole Time Director on the Board of the Company w.e.f. May 9, 2024. Ms. Yamini Shah (DIN: 03441691), was appointed as an Additional Non Executive Independent Director by the Board of Directors of the Company w.e.f. August 13, 2024 b. Retire by Rotation

As per the Provisions of Companies Act, 2013, Mr. Nilesh Dhankumar Dand (DIN: 00199785), Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment to the shareholders of the Company at the ensuing AGM. c. Meeting of IDs & Declaration

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 18, 2024.

The Company has received declarations from all the Independent Directors confirming that they met the criteria of Independence as prescribed under Section 149 (6) & (7) of the Companies Act, 2013 issued thereunder and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations. Further, the Independent Directors have also confirmed that they have complied with the Companys code of conduct. d. Familiarization program for Independent Directors:

The Company has in place a familiarisation programme for Independent Directors with regard to their role, duties and responsibilities, nature of the industry in which the Company operates, business / operating model of the Company, etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarise with the Companys procedures and practices. e. Key Managerial Personnel:

Pursuant to the provisions of the Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31^st March, 2024 are: i. Mr. Nilesh Dand, Executive Director, Chief Executive Officer & Chief Financial Officer ii. Mr. Yogesh Patole, Company Secretary and Compliance Officer Mr. Yogesh Patole resigned from the services of the Company as Company Secretary & Compliance Officer w.e.f. the closure of business hours of May 27, 2024. Mr. David Saldanha was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. August 13, 2024.

11. PERFORMANCE EVALUATION:

Performance evaluation of all Directors was undertaken pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors of the Company have formalized the mode of carrying out such evaluation of all the Directors for the financial year under review. The Independent Directors were satisfied with the overall functioning of the Board, which displayed a high level of commitment and engagement.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year, 4(four) meetings of the Board of Directors were held on the following dates :

April 19, 2023, August 9, 2023, November 1, 2023 and January 30, 2024.

The details of the meeting forms part of Corporate Governance Report.

13. VIGIL & WHISTLE BLOWER MECHANISM AND POSH POLICY:

The Company has duly formulated a Vigil Mechanism / Whistle Blower policy as a part of the Code of Conduct for Directors and Senior Management. Each year, necessary affirmation of compliance is made and the same is informed to the Audit Committee/Board.

The said “Vigil mechanism” is hosted on the website of the Company under the head of “whistle blower mechanism”. The mechanism has necessary provisions relating to reporting the complaint of unethical /improper conduct to the Chairman of the Audit Committee and action suitable steps to investigate, safeguarding measures of the “whistle blower(s)”.

During the financial year under review, no complaints or alerts were received from any of the stakeholders that are reportable to the Chairman of the Audit Committee.

14. AUDIT COMMITTEE:

An Audit Committee of the Board of Directors is in existence in accordance with the provisions of section 177 of the Companies Act, 2013. For matters relating to constitution, meetings and functions of the Committee, kindly refer to Corporate Governance Report forming part of this Annual Report.

15. NOMINATION AND REMUNERATION POLICY:

A Nomination and Remuneration Committee of the Board of Directors is in existence in accordance with the provisions of section 178 of the Companies Act, 2013. For matters relating to constitution, meetings and policy of the Committee, kindly refer to Corporate Governance Report forming part of this Annual Report.

16. RISK MANAGEMENT POLICY:

The Board at its Meeting undertakes periodic reviews of the potential risks and its mitigation measures in line with its corporate strategy, major plans of action setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and disinvestments. The Company has a Risk Management Policy in place.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company being formed for and engaged in real estate development (Infrastructural facilities) is exempt from the provisions of section 186 of the Companies Act, 2013 related to any loans made or any guarantees given or any securities provided by the Company. No investment in securities was made by the Company.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

During the financial year under review, all the contracts or arrangements with Related Parties are at arms length basis and in ordinary course of business.

During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of all the transactions with Related Parties are provided in the accompanying financial statements.

19. MANAGERIAL REMUNERATION/ PARTICULARS OF EMPLOYEE:

The Company has no employee who receives remuneration to the extent provided in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^st March, 2024. The details required as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure 2”. However pursuant to provision of section 136(1) of the Act, this report is being sent to the shareholders excluding the information required as per Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered/ Corporate Office address or by email to citadel@marathonrealty.com .

20. DISCLOSURE RELATED TO EMPLOYEE STOCK OPTIONS PLAN:

During the financial year under review, the Company has neither approved nor granted any Stock Options under any Plan.

21. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s Bipin B Shah & Co. (Firm Reg. No. 101511W) had been re-appointed as Statutory Auditors of the Company for the second term of 5 years at the 60th Annual General Meeting held on September 29, 2020.

The Auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

22. DETAILS OF FRAUD REPORTED BY AUDITORS

There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act, 2013 and the Rules made there under.

23. MERGER /AMALGAMATION:

No scheme of Merger/Amalgamation is pending as on date.

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR) /COMMITMENT TOWARDS SUSTAINABILITY

WHILE UNDERTAKING PROJECTS:

The submission of the BRSR for the financial year under review is not applicable to the Company.

25. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Nitin Joshi, Practicing Company Secretary (Membership No: FCS No. 3137 and CP No. 1884) as Secretarial Auditor of the Company on April 19, 2023 for FY 2023-24. However, due to multiple work assignments undertaken by M/s. Nitin Joshi, he is facing paucity of time to complete the secretarial audit of the Company. He has expressed his desire to discontinue the secretarial audit assignment of the Company due to overload of work, time constraints and other commitments. Subsequently, the Company has appointed M/s. AUS and Co., Company Secretaries (Membership no.: A26485, C.P. No.: 18482) as Secretarial Auditor of the Company with effect from 30^th May, 2024 for FY 2023-24. M/s. Nitin Joshi does not express any objection for allocation of secretarial audit assignment of the Company to M/s. AUS and Co.

Secretarial Audit:

The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as ‘Annexure 1 forming part of this Boards Report. The secretarial auditors report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion. However, there were two minor observations related to compliance of appointment of Company Secretary and delayed filing of some e-forms with Ministry of Corporate Affairs (MCA).

In response to the first observation, the Company had provided justification to the Stock exchange for varied compliance with respect to the appointment of Company Secretary of the Company. As on the date of this Report, no further query was raised by the Stock Exchange. Also, no penalty was levied by the Exchanges. In response to the second observation, the Company filed all the e-forms in question along with additional fees for late filing with the MCA. No penalty was levied by MCA.

The Management of the Company assures the Shareholders of the Company that, the Company is Compliant with all the Statutory provisions applicable to the Company as on the date of this report.

26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES (CSR) :

The Company does not meet with criteria given under section 135 (1) of the Companies Act, 2013 pertaining to CSR contribution.

27. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE :

The particulars of Associates and Joint Venture have been disclosed in the Notes to the Financial Statement of the Company. During the financial year under review, Company does not have any Subsidiary Company. During the financial year under review, no Company have ceased or become joint venture, subsidiary, or associate company of the Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys joint venture in Form AOC-1 forms part of financial statements.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE

GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal control commensurate with the activities is supplemented by continuous review by the management. The internal control system is designed to ensure that every aspect of the Companys activity is properly monitored. At the Group level there has been an extensive exercise conducted on Internal Financial Controls. The Statutory Auditors have specifically commented on the existence of adequate Internal Financial Controls in relation to the activities of the Company.

30. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that: i. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there were no material departures; ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended on that date; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the Directors have prepared the annual accounts on a going concern basis; v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The Company undertakes necessary energy conservation and technology absorption methods while executing the projects by implementing advanced building system and usage of energy efficient materials during the construction of Projects.

There were no foreign exchange earnings and outgo during the financial year under review.

32. ANNUAL RETURN:

In compliance with the provisions of Section 134 and 92 of the Companies Act, 2013, the Company has placed a copy of the Annual Return as on March 31, 2024 on its website at www.citadelrealty.in.

33. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY

CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

No application has been made under the Insolvency and Bankruptcy Code; hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

35. 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.

There were no valuations done for the purposes of one time settlement and for obtaining any loan from the Banks/Financial Institutions.

36. OTHERS:

REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:

A report containing relevant information as required by the said section of the Companies Act, 2013 is dealt separately and forms part of this Directors Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the operations of the Company forms part of this Annual Report.

BOARD COMMITTEES:

The Board of Directors has constituted three Committees viz.

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference / role of the committees are taken by the Board of Directors.

Detailed particulars relating to the above Committees have been furnished in the Corporate Governance report for the financial year ended 31st March, 2024.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Marathon group has in place a Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) and others are covered under this policy. During the financial year under review, no complaints were received.

CREDIT RATING:

There is no change in the credit rating and the same is disclosed in the Corporate Governance Report forming part of this Annual Report.

SECRETARIAL STANDARDS:

The Directors state that applicable secretarial standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied with by the Company.

LISTING FEE:

The Annual Listing Fee for the Financial Year 2023-24 has been duly paid within the stipulated time frame to BSE Limited.

DEMATERIALIZATION OF SHARES:

Details of shares of the Company held in demat as well as in physical mode as on 31^st March, 2024 are as under:

The members are aware that the Companys equity shares are under compulsory trading in dematerialized form for all categories of investors. The shareholders, who are holding the shares of the Company in physical mode, are requested to Demat their holding at the earliest, so as to reap the corporate benefits like Transfer, Dividends, Bonus etc., without loss of time. SEBI has already mandated that w.e.f. April 2019 sale/transfer of securities in physical mode is NOT PERMITTED.

SERVICE OF DOCUMENTS:

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of the members whose email IDs are registered in their Demat a/c or otherwise provided by them.

A Member shall be entitled to request for physical copy of any such document.

37. ACKNOWLEDGMENT

The Directors take this opportunity to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners, associates, and employees of your Company for the support received from them during the financial year.