Enviro Infra Engineers Ltd

Dear Members,

The Directors take pleasure in presenting the 16 th (Sixteenth) Annual Report of the Company together with the Audited Financial Statement and Auditor's Report thereon for the Financial Year ended on 31 st March, 2026.

1. FINANCIAL SUMMARY & HIGHLIGHTS

The Company's financial performance (standalone & consolidated) for the financial year ended 31 st March, 2026 is summarised below:

(? in lakh)

2. FINANCIAL PERFORMANCE

During the financial year ended 31 st March, 2026, the Company continued to demonstrate resilient operational and financial performance. On a standalone basis, the Company recorded Revenue from Operations of INR 1,01,510.09 Lakh as against INR 1,04,567.64 Lakh in the previous year. Profit Before Tax stood at INR 22,886.15 Lakh as compared to INR 23,493.49 Lakh in the previous year, while Profit After Tax for the year amounted to INR 17,087.78 Lakh as against INR 17,336.67 Lakh in FY 2024-25.

On a consolidated basis, Revenue from Operations increased to INR 1,14,559.96 Lakh from INR 1,06,605.60 Lakh in the previous year, registering a growth of approximately 7.46%. Consolidated Profit Before Tax increased to INR 24,962.42 Lakh from INR 24,055.12 Lakh in the previous year, while Consolidated Profit After Tax rose to INR 18,838.47 Lakh from INR 17,714.79 Lakh, reflecting a growth of approximately 6.34%.

Despite the disruptions in global supply chains and logistics arising from the ongoing geopolitical tensions in the Middle East, the Board is pleased with the Company's sustained profitability and strong financial position, which reflects the continued focus on operational excellence, efficient project execution, prudent financial management and the growing demand for water and wastewater treatment infrastructure across the country.

3. THE STATE OF COMPANY AFFAIRS

The Company is in the business of designing, construction, operation and maintenance of Water and Wastewater Treatment Plants (WWTPs) and Water Supply Scheme Projects (WSSPs) for government authorities/bodies. WWTPs include Sewage Treatment Plants (STPs), Sewerage Schemes (SS) and Common Effluent Treatment Plants (CETPs) while WSSPs include Water Treatment Plants (WTPs) along with pumping stations and laying of pipelines for supply of water.

During the period under review, the Company through its Wholly Owned Subsidiary, also forayed into the renewable segment.

Details and status of acquisitions

During the period under review, the Company has directly and indirectly acquired the following Companies:

(i) EIE Renewables Private Limited - The Company had on 7 th May, 2025 acguired EIE Renewables Private Limited ('ERPL') to tap the opportunities prevailing in the renewable energy sector and aligns with the long-term vision of the Company to expand into sustainable and future-oriented business segments. With this acquisition, ERPL became the Wholly Owned Subsidiary of the Company.

(ii) Sunaxis Renewables Private Limited - The Company, through its Wholly Owned Subsidiary

i.e. EIE Renewables Private Limited ('ERPL'), had on 6 th June, 2025 acquired Sunaxis Renewables Private Limited ('Sunaxis') to tap the opportunities prevailing in the Solar Power Projects and aligns with the long-term vision of the Company to expand into sustainable and future-oriented business segments. With this acquisition, Sunaxis became the Wholly Owned Subsidiary of ERPL and Step- Down Wholly Owned Subsidiary of the Company.

(iii) Soltrix Energy Solution Private Limited - The Company, through its Wholly Owned Subsidiary i.e. EIE Renewables Private Limited ('ERPL'), had on 25 th June, 2025 acquired Soltrix Energy Solution Private Limited ('Soltrix') to independently execute the project awarded to Soltrix i.e. implementing the project involving design, finance, engineering, procurement, construction, operation and maintenance of solar power project with a project capacity of 29 MW (AC). With this acquisition, Soltrix became the Wholly Owned Subsidiary of ERPL and Step-Down Wholly Owned Subsidiary of the Company.

(iv) Vento Power Infra Private Limited - The Company, through its Wholly Owned Subsidiary i.e. EIE Renewables Private Limited ('ERPL'), had on 20 th August, 2025 acguired Vento Power Infra Private Limited ('Vento') to tap the opportunities prevailing in the renewable energy sector and aligns with the long-term vision of the Company to expand into sustainable and future-oriented business segments. With this acquisition, Vento became the Wholly Owned Subsidiary of ERPL and Step-Down Wholly Owned Subsidiary of the Company.

Further, subsequent to the close of the financial year and up to the date of this report, the Company completed two additional acquisitions, the details of which are as follows:

(i) PRA Bihas Bess Private Limited - The Company, through its Wholly Owned Subsidiary i.e. EIE Renewables Private Limited ('ERPL'), had on 21 st April, 2026 acquired PRA Bihar Bess Private Limited ('PBBPL') to further strengthen and scale the existing Battery Energy Storage Systems (BESS) portfolio, while reinforcing the position in the renewable energy sector through enhanced project capacity and expanded geographic presence. With this acquisition, PBBPL became the Wholly Owned Subsidiary of ERPL and Step-Down Wholly Owned Subsidiary of the Company.

(ii) Suyog Urja Limited - The Company, through its Wholly Owned Subsidiary i.e. EIE Renewables Private Limited ('ERPL'), had on 28 th April, 2026 acguired Suyog Urja Limited ('SUL') to further strengthen and integrate its existing renewable energy portfolio, with its entry into the wind energy segment. This strategic expansion is expected to enhance the Company's overall project capacity, diversify its energy mix, and broaden its geographic footprint, thereby reinforcing its position in the renewable energy sector. With this acquisition, SUL became the Subsidiary of ERPL and Step-Down Subsidiary of the Company.

4. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company in the financial year under review.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to the General reserve. The entire amount of profits for the year forms part of the 'Retained Earnings'. For complete details on movement in Reserves and Surplus during the financial year ended 31 st March, 2026, please refer to the 'Statement of Changes in Equity' included in the Standalone and Consolidated financial statements of this Annual report.

6. DIVIDEND

The Board of Directors of the Company, after considering various factors, business strategies and investment requirements for Growth Capital and Hybrid Annuity Model (HAM) decided to conserve funds to maximise the Shareholders wealth on a long run and hence did not recommend any dividend for the FY 2025-26.

Dividend Distribution Policy

Pursuant to 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 had formulated a Dividend Distribution Policy and the same is available on the Company's website at ecb10feb6092435f99cc9d0c979b39c0.pdf

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which these financial statements relate and date of this report.

8. SHARE CAPITAL

Authorised Share Capital

As on 31 st March, 2026, the Authorised share Capital of the Company is INR 1,85,00,00,000 (Rupees One Hundred and Eighty-Five Crores only), divided into 18,50,00,000 (Eighteen Crore and Fifty Lakh) Equity Shares having face value of INR 10/- each.

During the year there was no change in the Authorised Share Capital of the Company.

The Company's issued share capital structure is as mentioned below:

Issued, Subscribed and Paid-Up Capital

As on 31 st March, 2026, the issued, subscribed and paid-up capital of the Company is INR 1,75,53,00,000/- (Rupees One Hundred Seventy-Five Crores and Fifty-Three Lakhs Only) divided into INR 17,55,30,000 (Seventeen Crores Fifty-Five Lakhs and Thirty Thousand) Equity Shares of INR 10/- (Rupees Ten) each.

No disclosure or reporting is required for the following, as during the year under review the Company had not issued:

(a) Any Shares with differential voting rights as to dividend, voting or otherwise

(b) Any debentures, bonds, warrants or any non- convertible securities

(c) Sweat Equity Shares

EIEL EMPLOYEES STOCK OPTION PLAN, 2025 ('THE PLAN')

The shareholders, on 1 st January, 2026, had approved the 'EIEL EMPLOYEES STOCK OPTION PLAN, 2025' ('THE PLAN'), in accordance with the provisions of the Companies Act, 2013 ('the Act') and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time ('SBEB Regulations').

The Plan is implemented for the benefit of eligible employees of the Company, including its subsidiary company(ies) and associate company(ies). Under the Plan, the Company proposes to issue up to INR 17,73,031 (Seventeen Lakh Seventy-Three Thousand and Thirty- One) equity shares of face value of INR 10 (Rupees Ten only) each, which will not cumulatively exceed 1% of the issued capital.

The details as required to be disclosed under the SBEB Regulations are available on the Company's website and can be accessed at: httos://117ffe8e- a6b3-41af-8685-63fdaa078ffc.filesusr.com/ uad/2514a1 97ea4966d1b24d9592ac69e9cb29a559. pdf

9. CREDIT RATING

The Credit rating of the Company has improved and CRISIL has reaffirmed long-term rating of 'CRISIL A/ Stable' (Upgraded from 'CRISIL A-/Stable') and short-term rating of 'CRISIL AT (Upgraded from 'CRISIL A2+') on the bank facilities of the Company. The outlook is 'Stable'. The details of the credit rating are also disclosed in the Corporate Governance Report, which forms part of this Annual Report.

10. QUALITY CERTIFICATIONS

During the year under review, the Company has obtained CE Certification from UK Certification and Assessment Ltd. for its Sewage Treatment Plants (STP), Water Treatment Plants (WTP), Common Effluent Treatment Plants (CETP), and related infrastructure systems. The Company continues to maintain internationally recognised standards and holds ISO 14001:2015 for Environmental Management Systems, ISO 45001:2018 for Occupational Health and Safety Management Systems, ISO 9001:2015 for Quality Management Systems, and ISO 50001:2018 for Energy Management Systems.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), is presented in a separate section, which forms part of this Annual Report.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility & Sustainability Report for theyear under review, as required pursuantto Regulation 34(2)(f) of the SEBI Listing Regulations, is presented in a separate section and forms an integral part of the Annual Report. The Report provides a detailed overview of initiatives taken by the Company from environmental, social and governance perspectives.

13. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

During the period under review, the Company has:

(i) Seven (7) Subsidiaries:

a. EIEPL Bareilly Infra Engineers Private Limited (Subsidiary and Joint Venture)

b. EIEL Mathura Infra Engineers Private Limited (Subsidiary and Joint Venture)

c. Enviro Infra Engineers (Saharanpur) Private Limited (Subsidiary and Joint Venture)

d. EIE Renewables Private Limited (Wholly Owned Subsidiary), w.e.f. 7 th May, 2025

e. Sunaxis Renewables Private Limited (Step- Down Wholly Owned Subsidiary), w.e.f. 6 th June, 2025

I. Soltrix Energy Solution Private Limited (Step Down Wholly Owned Subsidiary), w.e.f. 25 th June, 2025

g. Vento Power Infra Private Limited (Step-Down Wholly Owned Subsidiary), w.e.f. 20 th August, 2025

(ii) Except as above, the Company does not have any Joint Venture Company. However there are Six (6)

Joint Control Operations namely (i) EIEPL-HNB JV, (ii) HNB-EIEPL JV, (iii) EIEPL- LCIPPL-ABI JV, (iv) BIPL- EIERL JV, (v) EIEPL-ABI JV, (vi) EIEL AIEPL JV, which are part of the Company's Standalone Financial Statements.

The Company does not have any Associate Company.

A statement providing details of performance and salient features of the financial statements of Subsidiary Companies / Joint Ventures, as per Section 129(3) of the Act, is provided in Form AOC-1 under the consolidated financial statements.

Financial Statements of the aforesaid Subsidiary Companies are kept open for inspection by the Members at the Registered Office of the Company on all days except Saturday, Sunday and Public Holiday up to the date of 16 th AGM i.e. Wednesday, 16 th September, 2026 between 11:00 a.m. to 5:00 p.m. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at its Registered Office or Corporate Office or mail at investors.relationtaeieDl.in.

The Financial Statements of the Subsidiaries are also uploaded on the website of the Company under investors section at .

The Company has formulated a Policy for determining Material Subsidiaries. The said Policy is available on the Company's website and can be accessed at uad/2 514a1 342c255e45a04430bb99a2bd3d709a60. pdf.

During the period under review, EIEL Mathura Infra Engineers Private Limited is the Material Subsidiary of the Company as per the SEBI Listing Regulations.

14. PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review which falls under the purview of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

15. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPS)

The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations. As on 31 st March, 2026, the Board of Directors of the Company had a good and diverse mix of Executive and Non- Executive Directors, comprised as follows:

None of the Directors of the Company are disqualified under the provisions of the Act.

Changes in the Board during the year:

The following changes took place in the composition of the Board during the financial year:

1. Mr. Sanjay Jain (DIN: 02575734) ceased to be the Chairman & Whole Time Director of the Company upon completion of his tenure, as his re-appointment was not approved by the shareholders at the 15 th AGM held on 28 th August, 2025. However, pursuant to Regulation 17(1C)(b) of the SEBI (LODR) Regulations, Mr. Sanjay Jain was subsequently appointed as Chairman & Whole Time Director of the Company by the shareholders through e-voting by way of Postal Ballot with the reguisite majority on 3 rd October, 2025.

2. Mrs. Ritu Jain (DIN: 09583136) was appointed as Whole Time Director of the Company from the position of Non- Executive Non-Independent Director w.e.f. 29 th August, 2025 and her appointment was confirmed by the shareholders of the Company through e-voting by way of Postal Ballot with the requisite majority on 3 rd October, 2025.

3. Mrs. Shachi Jain (DIN: 09583066) was appointed as Additional Director in the capacity of Whole Time Director of the Company w.e.f. 29 th August, 2025 and her appointment was confirmed by the shareholders of the Company through e-voting by way of Postal Ballol with the reguisite majority on 3 rd October, 2025.

4. Dr. Mukul Jain (DIN: 07187651) was appointed as Additional Director (Non-Executive and Independenl Director) w.e.f. 4 th October, 2025 and his appointmenl as Independent Director for a period of five consecutive years was confirmed by the shareholders of the Company through e-voting by way of Postal Ballot with the reguisite majority on 1 st January, 2026.

The appointment of new Directors is recommended by the Nomination and Remuneration Committee ('NRC') on the basis of reguisite skills, proficiency, experience and competencies as identified and finalised by the Board considering the industry and sector in which the Company operates. The Board, on the recommendation of the NRC, independently evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, management expertise, ethnicity, etc.

Director Retiring by Rotation

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, Mr. Manish Jain (DIN: 02671522), Managing Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors of the Company, on the recommendations of NRC, recommends his reappointment for consideration by the members of the Company at the ensuing AGM. Accordingly, a resolution is included in the Notice of the 16 th AGM of the Company f<>r seeking approval of members for his re-appointment as a Director of the Company.

A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the SEBI Listing Regulations and Secretarial Standards - 2, related to the Director proposed to be appointed is annexed to the Notice convening the 16 th AGM.

Key Managerial Personnels (KMPs)

The Key Managerial Personnels (KMPs) of the Company as per Section 203 of the Act as on 31 st March, 2026 are as follows:

1. Mr. Sanjay Jain, Chairman & Whole Time Director (DIN: 02575734)

2. Mr. Manish Jain, Managing Director (DIN: 02671522)

3. Mrs. Ritu Jain, Whole Time Director (DIN: 09583136)

4. Mrs. Shachi Jain, Whole Time Director (DIN: 09583066)

5. Mr. Sunil Chauhan, Chief Financial Officer (CFO)

6. Mr. Piyush Jain, Company Secretary & Compliance Officer (ACS 57000)

During the year under review, the following changes

were made in the position of Whole-Time KMPs:

1. Mr. Sanjay Jain (DIN: 02575734) ceased to be the Chairman & Whole Time Director of the Company upon completion of his tenure, as his re-appointment was not approved by the shareholders at the 15 th AGM held on 28 th August, 2025. However, pursuant to Regulation 17(1C)(b) of the SEBI (LODR) Regulations, Mr. Sanjay Jain was subsequently appointed as Chairman & Whole Time Director of the Company by the shareholders through e-voting by way of Postal Ballot with the reguisite majority on 3 rd October, 2025.

2. Mrs. Ritu Jain (DIN: 09583136) was appointed as Whole Time Director of the Company from the position of Non-Executive Non-Independent Director w.e.f. 29 th August, 2025 and her appointment was confirmed by the shareholders of the Company through e-voting by way of Postal Ballot with the requisite majority on 3 rd October, 2025.

3. Mrs. Shachi Jain (DIN: 09583066) was appointed as Additional Director in the capacity of Whole Time Director of the Company w.e.f. 29 th August, 2025 and her appointment was confirmed by the shareholders of the Company through e-voting by way of Postal Ballot with the requisite majority on 3 rd October, 2025.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that:

(a) They meetthe criteria of independence prescribed under the Act and the SEBI Listing Regulations.

(b) They have registered their names in the Independent Directors' Databank.

(c) Theyare notaware of any circumstance orsituation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as Independent Directors of the Company.

In the opinion of the Board, the Independent Directors hold the highest standard of integrity and possess the requisite qualifications, experience, expertise and proficiency.

16. EVALUATION OF THE BOARD'S PERFORMANCE, COMMITTEE AND INDIVIDUAL DIRECTORS

The Company has devised a framework for performance evaluation of the Board, its committees and individual directors. The Board carries out an evaluation of its own performance and that of its Committees and the individual Directors. The performance evaluation of Non-Independent Directors, the Board as a whole and the Chairperson is carried out by the Independent Directors in their separate meeting. The evaluation process consisted of structured guestionnaires covering various aspects of the functioning of the Board and its Committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc.

The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the growth and performance of the Company etc. The Board opines that Independent Directors have got integrity, expertise and relevant experience required in industry in which Company operates. The evaluation of all the Directors and the Board as a whole was found to be satisfactory. The flow of information between the Company management and the Board is timely, qualitative, and adequate.

17. BOARD AND COMMITTEES OF THE BOARD

The number of meetings of the Board and various Statutory Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed underthe provisions of the Act and the SEBI Listing Regulations.

18. AUDITORS AND AUDITOR'S REPORT

(I) Statutory Auditors and Auditor's Report

In compliance with the Section 139 of the Act and Companies (Audit and Auditors) Rules, 2014, M/s S S Kothari Mehta & Co. LLP, Chartered Accountants (FRN: 000756N/N500441) were appointed as the Statutory Auditors of the Company at the 14 th Annual General Meeting (AGM) held on 28 th September, 2024 for a period of 5 years to hold the office till

(d) They have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. the conclusion of the 19 th Annual General Meeting to be held in the year 2029.

The Statutory Auditor's Report for the FY 2025- 26 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report.

The Statutory Auditors further reported a fraud under Section 143(12) of the Companies Act, 2013, relating to a cyber fraud incident involving unauthorised fund transfers during the period from 27 th June, 2025 to 1 st July, 2025, resulting in a gross financial impact of INR 11.15 crore. Pursuant to the incident, mitigating measures had been undertaken by the Company, including waiver of remuneration aggregating to INR 800 Lakh by Mr. Manish Jain and Mr. Sanjay Jain, resulting in a net financial impact of approximately INR 75 Lakh on the Company.

The Auditors confirmed compliance with the requirements of Section 143(12) of the Companies Act, 2013, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, including reporting to the Audit Committee/Board and filing of Form ADT- 4 with the Central Governmeril.

Apart from the aforesaid matter, the Statutory Auditors have not reported any other fraud under Section 143(12) of the Act.

(II) Internal Auditors

The Board appointed M/s Jain Bansal & Associates, as an Internal Auditors of the Company for FY 2026, who have conducted the internal audits and shared their reports and findings with the Audit Committee and follow-up actions thereon. The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company's risk management policies and systems.

(III) Secretarial Auditors

M/s Jain Alok & Associates, Practising Company Secretary, was appointed as the Secretarial Auditor of the Company at the 15 th AGM held on 28 th August, 2025, for a term of 5 (five) consecutive financial years, commencing from FY 2025-26 to FY 2029-30. The Secretarial Audit Report for the financial year ended 31 st March, 2026 is annexed and marked as Annexure I to this Report.

The Secretarial Audit Report contains one observation, in respect of which the Management's response is as under:

M/s Jain Alok & Associates has confirmed that they are not disqualified from continuing as the Secretarial Auditor of the Company.

(IV) Cost Auditors and Cost Records

Maintenance of cost records, as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of the Company's operations, safekeeping of its financial information and compliance. The Company's internal audit process covers all significant operational areas and reviews the process and control. Further, systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Company's operations.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this Annual Report.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Tine statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure - II'

Further, as per second proviso to Section 136(1) of the Act read with Rule 5 of the Rules, the Board's Report and Financial Statements are being sentto the Members of the Company including the statement of particulars of employees as required under the said Rules. The said statement is also available for inspection by the Members at the Registered Office of the Company on all days except Saturday, Sunday and Public Holiday up to the date of 16 th AGM i.e. Wednesday, 16 th September, 2026 between 11:00 A.M. to 5:00 P.M. (1ST). Alternatively, the members may send an email to the Company Secretary and Compliance Officer of the Company at investors.ielationtaeieiifin in this regard.

22. CORPORATE GOVERNANCE REPORT

The Company emphasises on maintaining the highesi standards of corporate governance and believes in adopting best practices and principles which articulate through the Company's code of business conduct, Corporate Governance Guidelines, Charter of various committees and disclosure policy. The Company fully adheres to the standards set out by the SEBI for corporate governance practices. The report on Corporate Governance as stipulated under the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 forms part of this Annual Report and is attached as Annexure - III'.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

23. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act read with the rules made thereunder, an Annual Report on CSR activities in the prescribed proforma is annexed at 'Annexure - IV'. The Company was required to spend INR 310.10 Lakh, being 2% of the average net profits of the preceding 3 years during the year under review which have been fully utilised. The CFO has confirmed to the Board that funds mandated were spent in line with the approval of the CSR Committee and Board.

The Company has also formulated a Corporate Social Responsibility (CSR) Policy which is available on the website of the Company at uad/2514a1 6531da73940c4ce8a88159d7b8787b85. pdf.

24. RISK MANAGEMENT POLICY

A Risk Management Policy to ensure sustainable business growth with stability and to promote a pro

active approach in reporting, evaluating, and resolving risks associated with the Company's business has been adopted, which has been placed on the website of the Company at: . The Company's management systems, organisational structures, processes, standards, code of conduct and behaviours together form the Risk Management System that governs how the Company conducts its business and manages associated risks. The Company has adequate risk management infrastructure in place capable of addressing those risks.

25. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Company's annual return is available on its website at: .

26. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is enclosed as 'Annexure - V' to the Board's Report.

27. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

Provisions of Section 186 except sub-section (1) of the Section are not applicable on the Company, being the Company engaged in the business of providing infrastructural activities.

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

During the year under review, no significant and the material orders were passed by the Regulators/Courts impacting the going concern status of the Company and its future operations.

29. RELATED PARTY TRANSACTIONS

In compliance with Sections 177 and 188 of the Act, along with relevant Rules and Regulation 23 of SEBI Listing Regulations, the Company had obtained prior approval from the Audit Committee before engaging in any related party transactions.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties as defined in the Act and the SEBI Listing Regulations were in the ordinary course of business and on an arm's length basis. Transactions with related parties are disclosed in Note No. 45 of both the Standalone & Consolidated Financial Statements in the Annual Report.

Further, during the period under review, the Company has not entered into any material related party transactions, referred to in Section 188(1) of the Act, therefore, disclosure of related party transactions as required in AOC-2 is not applicable to the Company for FY 2025-26.

The Board has approved a policy for related party transactions which has been uploaded on the Company's website at https://117ffe8e-a6b3- 41af-8685-63fdaa078ffc.filesusr.com/uad/2514a1 e4fb9c9ed2a34c4aa375b89a6e1179d0.pdf.

30. DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on 'Prevention of Sexual Harassment' in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassments at workplace. The policy is also available on the website of the Company at b50ff4674afb4da59697584ecc6ef817.pdf. All women associate (permanent, temporary, contractual and trainees) as well as any women visiting the Company's office premises or women service providers are covered under this Policy. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

During the year under review, no cases were filed pursuanttothe Sexual Harassment Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has been conducting awareness campaign in its offices to encourage its employees to be more responsible and alert while discharging their duties.

31. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability 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;

b) 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 at 31 st March, 2026 and of the profit of the Company for that period;

c) That the Directors 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) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

32. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts or shares which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 st March, 2026.

33. SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards on Meetings of the Board of Directors ('SS-1') and on General Meetings ('SS-2') as amended and issued from time to time by the Institute of Company Secretaries of India in terms of Section 118(10) of the Companies Act, 2013.

34. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

35. DIFFERENCE IN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

There were no instances where the Company required the valuation for one time settlement and while taking the loan from the Banks or Financial institutions.

36. COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961.

37. ACKNOWLEDGEMENT

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors and members during the year under review.

For and on behalf of the Board of Directors of