To,

The Members of Kridhan Infra Limited

The Directors present their 12^th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2018.

Financial Highlights

(Rs. in Lakhs)

1. Financial Operations & State of Affairs of the Company

The Company is engaged in the business of steel and steel products manufacturing. There has been no change in the business of the Company during the financial year ended 31st March, 2018.

During the year under review the company had signed Share Subscription Agreement (‘SSA’) with Vijay Nirman Company Pvt. Ltd. (‘VNC’) for increasing its stake to 50.5%. During the year the Company acquired 41.47% stake in VNC and after this acquisition the VNC has become an associate company of KIL, as per Section 2(6) of the Companies Act, 2013.

On Standalone Basis:

Your Company’s Net Profit Before Tax for the year ended 31st March, 2018 was Rs. 129 Lakhs as compared to Rs. 123 Lakhs during the previous year.

Your Company achieved Net Profit After Tax of Rs. 82 Lakhs for the financial year ended 31st March, 2018 as compared to Rs. 96 Lakhs during the previous year.

On Consolidated Basis:

On consolidated basis your Company’s Net Profit after exceptional items and Tax is Rs. 3,950 Lakhs as on 31st March, 2018 as compared to Rs. 16,972 Lakhs during the previous year.

2. Dividend

Your Directors have recommended a dividend of Rs. 0.20 (10%) per equity share for the financial year 2017-18 which, if approved at the ensuing 12^th Annual General Meeting (AGM), will be paid to all those equity Shareholders whose names appear in the Register of Members as on Friday, 21st September, 2018 as per the list furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose.

The Dividend payout as proposed is in accordance with the Company’s policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company’s growth plans and to achieve optimal financing of such plans through internal accruals.

3. Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (IND AS) under Section 133 of the Companies Act, 2013.

4. Transfer to Reserves

During the financial year 2017-18 the Company has not transferred any amount to any reserve.

5. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013 form part of the Notes to the Standalone Financial Statements.

6. Public Deposits

Your Company has not accepted any deposits from the public, or its employees during the year under review.

7. Subsidiaries/ Joint Ventures & Associate Companies

As on 31st March, 2018 the Company had

A. Two direct wholly owned subsidiaries namely:

a) Readymade Steel Singapore Pte. Ltd. (Singapore)

b) Kridhan Infra Solutions Private Ltd. (India)

B. One 1^st level step down subsidiary namely:

a) KH Foges Pte. Ltd., subsidiary of Readymade Steel Singapore Pte. Ltd. (Singapore)

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and total 16 subsidiaries & 1 associate company, which is forming part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company www.kridhan.com. The Policy for determining material subsidiary is uploaded on the website of the Company and can be assessed at the link http://www.kridhan.com/kridhan invest policy determining material sub.php. The particulars of Subsidiaries have been given in Form AOC-1 in Annexure I.

8. Contracts and Arrangements with Related Parties

Your Company has formulated a policy on Related Party Transactions including policy for determining material subsidiaries and on materiality of related party transactions which are available on the Company’s website and is accessible at the link: http://www. kridhan.com/kridhan invest policy related party transactions.php.

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business and on an arm’s length basis.

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report. However, the Directors draw attention of the members to Note no. 38 of the Standalone Financial Statement which sets out related party disclosures.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature with Related Parties. A statement of all such related party transactions is presented before the Audit Committee on a quarterly basis for its review, specifying the nature and value of these transactions.

9. Share Capital

As on 31st March, 2018 the paid-up capital of the company was Rs. 18,95,58,410/- i.e. 9,47,79,205 Equity Shares of Rs. 2/per share. During the year under review, the Company through the Shareholders approval by Postal Ballot dated 9^th December, 2017 has increased its Authorised Share Capital from Rs. 18,00,00,000/- (i.e. 9,00,00,000 Equity Shares of Rs. 2/- each) to Rs. 20,00,00,000/- (i.e. 10,00,00,000 Equity Shares of Rs. 2/- each), details of the same are as under:

During the year under review, the company has made fresh issue of Equity Shares and Convertible Securities details of which are as under:

A. Allotment of Warrants convertible into Equity Shares:

B. Allotment of Equity Shares issued under Qualified Institutional Placement of Shares (QIP):

C. Preferential Allotment of Equity Shares for consideration other than cash i.e Share Swap:

10. Management Discussion and Analysis Report

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company’s operations forms part of this Annual Report.

11. Corporate Governance

A report on Corporate Governance along with a certificate from the Practicing Company Secretary of the Company regarding the compliance of conditions of corporate governance as stipulated under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 forms part of this Annual Report.

12. Matters Related to Directors and Key Managerial Personnel

A. Board of Directors and Key Managerial Personnel (KMP):

During the year following changes took place in the Directors and KMP’s of the Company:

- Mr. Subodh Sharma (DIN: 02235204) was appointed as Additional Director (Whole-time Director) w.e.f. 9th January, 2017 and resigned w.e.f. 31st August, 2017.

Mr. Rupesh Jhaveri resigned from the post of Chief Financial Officer w.e.f. 21st October, 2017 and Mr. Ashok Goyal was appointed as Chief Financial Officer w.e.f. 21st October, 2017.

Mr. Sandeep Mittal (DIN: 00534400) resigned from the post of Independent Director w.e.f. 6th December, 2017 and Mr. Shekhar Bhuwania was appointed as an Additional (Independent) Director w.e.f. 6th December 2017.

The Company has formulated policy on appointment of directors and senior management, remuneration to directors and remuneration to Key managerial personnel and others as per Section 178 of the Companies Act, 2013. The policy can be accessed on the website of the Company at the link http://www.kridhan.com/kridhan invest policy code of conduct directors.php.

B. Declaration of Independent Directors:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

13. Disclosures Related to Board, Committees

And Policies

A. Board Meetings:

The Board of Directors met 8 (eight) times in the year under review in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time. The details about the board meetings and the attendance of the directors are provided in Corporate Governance Report.

B. Directors’ Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b) such accounting policies have been selected and applied consistently and the Directors 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 at 31st March, 2018 and of the profits of the Company for the year ended on that date;

c) proper and sufficient care was taken 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) the annual accounts of the Company have been prepared on a going concern basis;

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

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

C. Board Committees:

All Committees of the Board of Directors are in line with the provisions of the Companies Act, 2013 and the applicable SEBI (LODR) Regulations, 2015. Following are the committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders’ Grievance Committee

d. Risk Management Committee

e. Preferential Allotment Committee

f. Postal Ballot Committee

g. QIP Committee

Kindly refer section on Corporate Governance, for matters relating to constitution, meetings, terms of reference and functioning of various Board Committees.

D. Policy on Directors Appointment, Remuneration and Boards Performance:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and its committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

The policy can be accessed on the website of the Company at the link http://www.kridhan.com/ kridhan invest policy code of conduct directors.php

In compliance with the requirements of Section 178 of the Companies Act, 2013, Rules framed thereunder and pursuant to the provisions of Regulation 19(4) of the Listing Regulations, the Board of Directors of the Company has a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel, Functional Heads and other employees of the Company. The Policy provides for criteria and qualifications for appointment of Director, Key Managerial Personnel (KMPs), remuneration to them, Board diversity etc. The said policy is available on the Company’s website http://www.kridhan.com/kridhan invest policy nomination remuneration.php.

E. Payment of remuneration / commission to executive directors from holding or subsidiary companies:

Mr. Anil Agrawal, Managing Director of the company is in receipt of remuneration in capacity of Director from Singapore base subsidiary(ies) of the company. The Company has no holding company.

F. Whistle Blower Policy/ Vigil Mechanism for the Directors and Employees:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at http://www.kridhan.com/kridhan invest policy whistle blower.php

14. Particulars of Employees

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee’s remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

15. Secretarial Standards

The Directors state that applicable Secretarial Standard i.e. SS-1 and SS-2, relating to ‘Meeting of the Board of Directors’ and ‘General Meeting’, respectively, have been duly followed by the Company.

16. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure II herewith and which forms part of this Report.

17. Auditors and their Reports

The matters related to Auditors and their Reports are as under:

A. Statutory Auditors:

M/s. MKPS & Co., (Firm Registration No: 302014E) Chartered Accountants, Mumbai were appointed as Statutory Auditors of the Company by the Members at the 11^th Annual General Meeting (AGM) held on 29th September, 2017 to hold office from the conclusion of the 11^th AGM until the conclusion of the 13^th AGM of the Company in accordance with provisions of the Companies Act, 2013 and will continue to be Statutory Auditors of the Company till their term expires.

B. Observations of statutory auditors on financial statements for the year ended 31st March, 2018:

The Auditors’ Report to the members for the year under review does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors has not reported any matter to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

C. Secretarial Auditor & Report:

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. HS Associates, Practicing Company Secretaries, in Form MR-3 for the FY 2017-18 forms part to this report, marked as Annexure III. The said report does not contain any adverse observation or qualification or modified opinion requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. However the observations as regards delay in filing certain returns due to procedural aspects which have been duly complied with.

18. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under the provisions of Section134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

A. Conservation of Energy:

a) the steps taken or impact on conservation of energy: NA

b) the steps taken by the company for utilizing alternate sources of energy: NA

c) the capital investment on energy conservation equipments: NA

B. Technology Absorption:

a) the efforts made towards technology absorption: NA

b) the benefits derived like product improvement, cost reduction, product development or import substitution: NA

c) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA

the details of technology imported; the year of import;

whether the technology has been fully absorbed;

if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

the expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and outgo is provided under:

19. Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

20. Significant and Material Orders passed by the Regulators/ Courts, if any

There are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

21. Material changes and commitment if any, affecting financial position of the Company from the end of financial year till the date of the report

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this Report.

22. Sexual Harassment Policy

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act. The policy can be accessed on the website of the Company at the link http://www.kridhan.com/kridhan invest policy sexual harassment.php.

23. Acknowledgment and Appreciation

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business partners/associates,financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members forreposing their confidence and faith in the Company and its Management.

For and on behalf of the Board of Directors,

Kridhan Infra Limited

Anil Agrawal

Date: 14th August, 2018 Chairman & Managing Director

Place: Mumbai DIN: 00360114

Registered Office:

203, Joshi Chambers,

Ahmedabad Street,

Carnac Bunder, Masjid (East),

Mumbai 400009.

CIN:L27100MH2006PLC160602

Tel: 91-22-240589589

Email: investor@kridhan.com

Website: www.kridhan.com