Yuranus Infrastructure Ltd Directors Report

To

The Members,

YURANUS INFRASTRUCTURE LIMITED Ahmedabad

Dear Members,

Your Directors are pleased to present the 31st Annual Report of the Company along with the Audited Financial Statements for the financial year ended on March 31, 2025.

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)

PARTICULARS	F.Y. 2024-25	F.Y. 2023-24
Revenue form Operation	2746.07	7339.74
Other Income	19.14	3.75
Total Income (Total Revenue)	2765.21	7343.49
Total Expenditure (Excluding Depreciation and Finance Cost)	2868.55	7146.01
Profit before Financial costs, Depreciation and amortization expenses and Taxation	-103.88	197.48
Less: Finance Costs	10.81	-
Operating profit before Depreciation and amortization expenses and Taxation	114.69	197.48
Less: Depreciation and amortisation	44.97	0.45
Profit before Tax	-58.37	197.03
Less: (1) Current Tax	-	52.52
Less: (2) Deferred Tax	-14.86	-0.02
Profit after tax	-43.51	144.53
EPS (Basic)	1.24	4.13
EPS (Diluted)	1.24	4.13

During the year under review, the total income of the Company was Rs. 2746.07 Lakhs as against Rs. 7339.74 lakhs during FY 2023-2024. The Company had incurred loss after tax of Rs. 43.51 Lakhs during FY 2024-2025 as against profit of Rs. 144.53 Lakhs during FY 2023-2024.

2. 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.

3. STATE OF AFFAIRS OF THE COMPANY

The Company is engaged in the business of manufacturing and trading of Cotton bales, yarns and textile products.

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:

Keeping in mind the overall performance and outlook for your company and in line with the need to conserve the Companys resources, the Board of Directors has not recommended any dividend for the financial year 2024-25.

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, 2025 was Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 15000000 (One Crores Fifty Lakh) equity shares of 10/- each.

During the year under review, there has been no change in the equity share capital of the company during the year.

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, 2025 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 2024-2025, 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.

9. CHANGE IN THE REGISTERED OFFICE

At the beginning of the year, the Registered office of the Company was situated at 8th Floor, Office No. 810, One World West, Near Bopal Approach, SP Ring Road, Iscon - Ambali Road, Bopal, Ahmedabad 380058, Gujarat, India.

However, on February 11, 2025, the Board of Directors of the Company at their Meeting, considered and approved the proposal of shifting its registered office to Rannade House, First Floor, Near Ishan Bunglows, Shilaj, Ahmedabad, Daskroi, Gujarat, India, 380059.

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).

12. MANAGEMENT - DIRECTORS AND KEY MANAGERIAL PERSONNEL

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, 2025, your Companys Board consist of five members comprising of Two Executive Directors and three Independent Directors including two Woman Directors. The details of Board of Directors are as follows:

Name	Designation	Date of Appointment	No. of Directorships in Other Public Companies	No. of committee positions in other public Companies		Name of listed Companies Where Directorship is held
				Member	Chairman
Nitinbhai Govindbhai Patel	Chairman cum Managing Director	08-05-2023	1	2	0	Axita Cotton Limited
Nilesh Hasmukhbhai Kothari	Executive Director	21-05-2024	1	0	0	Axita Cotton Limited
Shobha Bharti	Independent Director	11-02-2025	1	2	1	Axita Cotton Limited
Vinod Kanubhai Rana	Independent Director	08-05-2023	1	2	0	Axita Cotton Limited
						United Polyfab Gujarat Limited
Rashmi Kamlesh Otavani	Independent Director	08-05-2023	2	2	1	Aristo Bio-Tech and Lifescience Limited
						Dynemic Products Limited

? 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:

The Board of Directors on recommendation of the Nomination and Remuneration Committee had appointed Mr. Nilesh Kothari as an Additional Director (Executive) of the Company with effect from May 21, 2024. His appointment was further regularized and he was appointed as a Director (Executive) by the shareholders of the Company at their meeting held on September 30, 2024.

The Board of Directors on recommendation of the Nomination and Remuneration Committee had appointed Ms. Shobha Bharti as an Additional Director (Non-Executive-Independent Director) of the Company with effect from February 11, 2025. Her appointment was further regularized and she was appointed as a Director (Non-Executive-Independent Director) by the shareholders of the Company thru postal ballot on April 25, 2025 for a period of 5 consecutive years.

Retirement by Rotation:

In accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mr. Nilesh Hasmukhbhai Kothari, 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.

Cessation/Resignation:

During the year under review Mr. Kunjal Soni, Director (Non-Executive-Independent Director) has resigned from the Board of the Company with effect from February 11, 2025, due to personal reasons (pre-occupation and paucity of time). Further, Mr. Kunjal Soni has confirmed that, there were no other material reasons for his resignation. During the year under review Mr. Kushal Patel, Managing Director (Executive) has resigned from the Board of the Company with effect from March 27, 2025, due to personal reasons (pre-occupation and paucity of time). After closure of Financial Year, Ms. Shobha Bharti, Director (Non-Executive-Independent Director) has resigned from the Board of the Company with effect from July 05, 2025, due to personal reasons (pre-occupation and paucity of time).

Further, Ms. Shobha Bharti has confirmed that, there were no other material reasons for his resignation.

Change in Designation:

During the Year under review, following changes were made:

? Changed designation of Mr. Kushal Nitinbhai Patel from Non-Executive Director To Managing Director w.e.f. 01.10.2024 As on the date of this report, the Board consist of following members.

Sr. No. Name	Designation
1 Nitinbhai Govindbhai Patel	Chairman cum Managing Director
2 Nilesh Hasmukhbhai Kothari	Executive Director
3 Vinod Kanubhai Rana	Independent Director
4 Rashmi Kamlesh Otavani	Independent Director

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:

Sr. No. Name	Designation
1 Nitinbhai Govindbhai Patel	Chairman cum Managing Director
2 Harsh Alpeshkumar Desai	Chief Financial Officer
3 Anant Bharatbhai Bhatt	Company Secretary & Compliance Officer

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 Companys 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.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy

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.

B. Technology absorption

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 -	14,33,13,437
Outgo -	3,31,773

16. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of financial year and the date of this Report, except as stated specifically in this Report.

17. 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 employees 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

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE 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 Companys 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 arms 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

21. AUDITORS

Statutory Auditors:

The Board of Directors at their meeting dated 25^th August, 2025 recommended the appointment of M/s P K N & Co., Chartered Accountants (FRN: 137148W) as Statutory Auditors of the Company in place of M/s Mistry & Shah LLP, Chartered Accountants Ahmedabad (FRN: W100683/122702W) who have tendered their resignation w.e.f. 31^st July, 2025 as Statutory Auditors of the Company. M/s P K N & Co., Chartered Accountants (FRN: 137148W) were appointed w.e.f. 25^th August, 2025 till the ensuing AGM to fill the casual vacancy caused due to resignation of M/s Mistry & Shah LLP, Chartered Accountants Ahmedabad (FRN: W100683/122702W).

Further, the Board of Directors of the Company at its meeting held on 25^th August, 2025 have appointed M/s P K N & Co., Chartered Accountants (FRN: 137148W) for a term of 5 years, subject to the approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 31^st Annual General Meeting till the conclusion of 36^th Annual General Meeting of the Company to be held in the year 2030.

The Board recommends to the members of the Company approval of appointment of M/s P K N & Co., Chartered Accountants (FRN: 137148W) as the Statutory Auditors of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN AUDIT REPORT

The Auditors Report for financial year 2024-25 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark or disclaimer which requires the clarification of the Management of the Company.

Secretarial Auditors

The Board has appointed Mr. Pitroda Nayan & Co, Practicing Company Secretary (Membership No. 58473 & Certificate of Practice No. 23912) as Secretarial Auditors of the Company to carry out Secretarial Audit of the Company for the financial year 2024-25, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 at its meeting duly held on November 12, 2024.

Further, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as Annexure C, which forms part of this report.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE PCS IN SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the year ended on March 31, 2025 does not contain any qualifications, reservations or adverse remarks which requires the clarification of the Management of the Company.

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. 2024-2025.

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 Auditors 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 Companys 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 Companys 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, Six(6) Board Meetings were held respectively on, May 21, 2024, May 27, 2024, August 13, 2024, September 02, 2024, November 12, 2024 and February 11, 2024. All the Meetings were held in person.

The last Annual General Meeting (30^th AGM) was held on September 30, 2024 at 02:00 P.M. (IST) through Video Conferencing (VC). Attendance record of each of the Directors at the Board Meetings during the Financial Year 2024-25 and at the last Annual General Meeting are given below:

Name of Director	Appointment Date	Resignation Date	No. of Board Meeting held	No of Board Meetings Eligible to attend	No. of Board Meeting attended	Presence at the previous AGM
Kushal Nitinbhai Patel	08-05-2023	27-03-2025	6	6	5	Yes
Nitinbhai Govindbhai Patel	08-05-2023	-	6	6	6	Yes
Kunjal Jayantkumar Soni	08-05-2023	11-02-2025	6	6	6	Yes
Vinod Kanubhai Rana	08-05-2023	-	6	6	6	Yes
Rashmi Kamlesh Otavani	08-05-2023	-	6	6	6	Yes
Nilesh Hasmukhbhai Kothari	21-05-2024	-	6	5	5	Yes
Shobha Bharti	11-02-2025	07-07-2025	6	1	1	NA

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 29, 2025. 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.

Audit Committee

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 Committees purpose is to monitor financial reporting processes, review the Companys established system and processes for internal financial controls, governance and to review the Companys 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 Companys 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

Five (5) Audit Committee Meetings were held during the year 2024-25 i.e. on May 21, 2024, August 13, 2024, September 02, 2024, November 12, 2024 and February 11, 2025. 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, 2025 are as under:

Sr. No. Name	Category of Director	Designation	No. of Meetings held	No. of Meetings Attended
1 Kunjal Jayantkumar Soni	Non-Executive, Independent Director	Chairman	5	5
2 Vinod Kanubhai Rana	Non-Executive, Independent Director	Member	5	5
3 Nitinbhai Govindbhai Patel	Managing Director	Member	5	5
4 Rashmi Kamlesh Otavani	Non-Executive, Independent Director	Chairman	5	5

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

Two (2) NRC Committee Meetings were held during the year 2025-25 i.e. on May 21, 2024, and February 11, 2025. The composition of the NRC Committee and the details of the meetings attended by its members during the financial year ended March 31, 2025 are as under

Sr. No. Name	Category of Director	Designation	No. of Meetings held	No. of Meetings Attended
1 Kunjal Jayantkumar Soni	Non-Executive, Independent Director	Chairman	2	2
2 Vinod Kanubhai Rana	Non-Executive, Independent Director	Member	2	2
3 Nitinbhai Govindbhai Patel	Managing Director	Chairman	2	2
4 Rashmi Kamlesh Otavani	Non-Executive, Independent Director	Member	2	2

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:

Particulars	Complaints
No. of complaints pending as on April 1, 2024	0
No. of complaints received during the year	0
No. of complaints disposed off during the year	0
No. of complaints not solved to the satisfaction of shareholders	0
No. of complaints pending as on March 31, 2025	0

Meetings, Attendance & Composition of the SRC Committee:

Two (2) SRC Committee Meetings were held during the year 2024-25 i.e. on May 11, 2024, and January 21, 2025.

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:

Sr. No. Name	Category of Director	Designation	No. of Meetings held	No. of Meetings Attended
1 Kunjal Jayantkumar Soni	Non-Executive, Independent Director	Chairman	1	1
2 Vinod Kanubhai Rana	Non-Executive, Independent Director	Member	1	1
3 Nitinbhai Govindbhai Patel	Managing Director	Chairman	1	1
4 Rashmi Kamlesh Otavani	Non-Executive, Independent Director	Member	1	1

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.

28. DISCLOSURE RELATION TO REMUNERATION OF DIRECTORS AND KEY MANAGERIAL

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 FEES

Annual Listing Fees for the Financial Year 2024-25 was paid before due date to BSE Limited.

The Company has timely paid Listing fees for FY 2025-26.

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.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS 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 Companys 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, the Board 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 Companys 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 Companys 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 Companys 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.

40. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY

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 Companys 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.

8) One time settlement of loan obtained from the banks or financial institutions.

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.

For and on behalf of Board of Directors

Yuranus Infrastructure Limited

Date: August 30, 2025

Place: Ahmedabad

Nitinbhai Govindbhai Patel

Chairman cum Managing Director

DIN: 06626646

Registered office:

Rannade House, First Floor,

Near Ishan Bunglows, Shilaj,

Ahmedabad, Daskroi, Gujarat,

India, 380059