A2Z Infra Engineering Ltd Directors Report

To,

The Members of

A2Z Infra Engineering Ltd.

Your Directors take pleasure in presenting the 25 th Annual Report together with the annual audited financial statements for the year ended March 31, 2026.

1. Financial summary or highlights/Performance of the Company

The highlights of financial results on Standalone and Consolidated basis for the financial year ended on March 31, 2026 are as follows:

(INR in Lakh)

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Income
Revenue from Operations	11,393.66	4,854.93	38,643.79	33,626.75
EBITDA	(29.23)	246.86	2,498.15	3,024.54
Finance Cost	275.28	233.05	735.10	795.61
Depreciation and amortization expenses	132.79	112.26	477.64	493.10
Profit/(Loss) before Exceptional Items and tax	(437.30)	(98.45)	1285.41	1,735.83
Exceptional Items	70.24	317.28	(516.76)	(533.01)
Share of profit/(loss) from associate	-	-	(3.00)	(198.73)
Total Tax Expense	(87.81)	324.18	242.04	900.65
Profit/Loss for the year	(279.25)	(105.35)	523.61	103.44
Other Comprehensive Income (net of tax)	(10.98)	(15.20)	21.10	442.09
Total Comprehensive income for the year	(290.23)	(120.55)	544.71	545.53

Note : The above figures are extracted from the standalone and consolidated annual financial statements of the Company as per Indian Accounting Standards (Ind AS).

Operations Review

Standalone Performance:

During the financial year under review, the Company has recorded a substantial increase in revenue from operations, which rose to INR 11,393.66 Lakh from INR 4,854.93 Lakh in the previous financial year, representing a year-on-year growth of 134.68%. The increase in revenue was primarily attributable to the growth in the Company s standalone operations during the year, particularly due to completion of work and final billing in various projects. Notwithstanding the increase in revenue, the Company continued to report a loss at the standalone level. The loss for the year increased to INR 279.25 Lakh, compared with a loss of INR 105.35 Lakh in the previous financial year. The deterioration in improvement compared over the net profitability, despite the significant increase in revenue, was primarily attributable to lower operating margins and an increase in other costs, which resulted in continued pressure on the Company s overall margins.

The Net Worth of the Company has decreased to INR 451.97 Lakh as at the end of the current year from INR 742.20 Lakh as at the end of the previous year representing decrease in Net Worth by 39.10%. The Debt Equity ratio of the Company has changed to 19.74 as at the end of the current year as compared to 8.79 as at the end of the previous year.

Consolidated Performance:

On a consolidated basis, the Company continued to demonstrate growth in its overall business operations. Consolidated revenue from operations increased to INR 38,643.79 lakh in FY 2025-26 from INR 33,626.75 lakh in FY 2024-25, representing a year-on-year growth of 14.92%.

Due to the increase in turnover, the Company reported a consolidated net profit of INR 523.61 Lakh, marking a significant of INR 103.44 Lakh recorded in the previous year. This reflects the Company s improved financial performance and profitability on a consolidated basis. The consolidated Net Worth of the Company increased to INR 4,947.36 Lakh as at the end of the current financial year, compared to INR 4,516.60 Lakh at the end of the previous year, representing an increase of approximately 9.54%.

The increase reflects an improvement in the Group s consolidated financial position.

The consolidated Debt Equity ratio of the Company has changed to 1.94 as at the end of the current year compared to 2.03 as at the end of previous year. This improvement reflects a reduction in the Company s leverage and indicates a strengthened capital structure and improved financial position.

2. Consolidated Financial Statements

The Audited Consolidated Financial Statements of your Company as on March 31, 2026, have been prepared in accordance with the relevant Indian Accounting Standards (Ind AS) issued by Accounting Standards Board (ASB) and Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013. In accordance with Section 129(3) of the Companies Act, 2013 and schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary and associate companies of the Company, forms a part of this Annual Report.

3. Corporate Governance

Good governance practices are the norm at our Company. The Company is committed to focusing on long term value creation and protecting stakeholders interests by applying proper care, skill and diligence to business decisions. Company has adopted and evolved various practices of governance conforming to highest ethical and responsible standards of business. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ( hereinafter referred to as SEBI Listing Regulations ) forms part of the Annual Report. Company A certificate regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the SEBI Listing Regulations is annexed as Annexure - III and forms part of the report on Corporate Governance.

4. Operational highlights

The key highlights of the Company s various businesses at the Group Level are as follows:

A. Engineering Services

Power Transmission & Distribution : Your Company is an experienced company in Engineering & Urban Infrastructure Services sector. As part of the services, the Company provides integrated design, testing, installation, construction and commissioning services on a turn-key basis to its clients. The Company s projects include rural electrification, railway overhead electrification, reduction of AT&C losses, feeder renovation, underground cabling, feeder segregation, installing High Voltage Distribution System ( HVDS ) and Low Voltage Distribution System ( LVDS ) distribution lines and transmission lines. The Company has strong capabilities to build, operate and maintain:

Substations & Switchyards up to 765 kV.

Transmission lines up to 765 kV.

11 / 33 kV distribution lines comprising of

Feeder Renovation Projects, Tube Well

Connection, Segregation of Domestic and

Agriculture load, Augmentation of Lines,

Providing Laying of HT & LT Aerial Bunched

Cables and Offering BPL Connections along with New connection & replacement of old meter works.

The Company has its overseas presence in Nepal, Uganda and Tanzania.

Telecom Infrastructure EPC

Telecom Infrastructure Projects is the other business activity of the Company. Major offerings by Company in Telecom Infrastructure EPC are supplying, laying and maintaining of Optical Fibre Cables (OFC) networks. EPC services offered by the Company under this segment include:

Optical Fiber Cable NLD / Access Networking

Construction & Maintenance

Optical Fiber FTTH work

Network Integration

Telecom Infrastructure Operation &

Maintenance Services

Material Planning & Project Management.

Engineering Construction & Infrastructure

Services

Your Company has successfully executed orders for construction of Telecom Network Backbone on Turnkey basis in the untapped toughest terrains of the country like the remote border areas of the Eastern and North Eastern States of India for the defence forces, to connect their remote border posts to the mainland.

Further, Company has tied up with Bharti Airtel Limited & RANext Technologies Private Limited for work to be carried out on continuing basis at various circles including obtaining permission from applicable authority for HDD/Open Trench/Moiling/ First level restoration/Duct Pulling up to 4 number/ DIT/All Fiber Blowing & Pulling/Splicing/Manhole and Hand hole Supply and installation/ODF and OTB installation/AT Testing and sign off/Handover to O&M Team and such other work as may be specified/required from time to time. The Company combine a proven track record and professional skills woven together with a culture of trust.

B. Facility Management Services (FMS)

The Company provides various solutions for Facility Management, ranging from the identification of asset to its maintenance across various durations from short-term to mid-term to throughout its life. Our team of professionals provides world class and innovative services in cost-effective manner by leveraging state-of-the-art tools and techniques. Our patrons include aboriginal and global MNC s, Indian Companies, PSU s and Government sector.

Integrated Facility Management Services

Mechanized & High-Pressure Cleaning Services.

Manpower Supply & Workforce Management

Building Operations & Maintenance (BOM)

Electrical & Utility Maintenance Services

Comprehensive Annual Maintenance Contracts

Pest Control & Hygiene Management

Pantry, Hospitality & Support Services

Railway & Transit Facility Support Services

Facility Helpdesk & Service Management

Energy & Resource Management

C. Municipal Solid Waste Management (MSW)

The Company had ventured in the high growth potential business of Municipal Solid Waste Management in the year since 2007. Under MSWSBU, the Company works with the local civic bodies or local governments in observing and maintaining major cities or towns clean and sanitized, majorly in north India. The Company s comprehensive MSW services include collection, transportation, treatment, and disposal of solid waste. Over the recent years, the Company has further narrowed down its focus on Collection and Transportation of municipal solid waste. The Company works under long-term contracts to align with the civic bodies continued investments towards the Government of India s Clean India (Swachh Bharat) mission. The mandates are won by the SBU not only based on competitive pricing, but also because of the technology used in collection, treatment and disposal through scientific methods.

A high-growth and synergistic business for the Group, MSW services primarily include:

Waste Collection and Transportation (C&T).

Segregation and Processing of Waste.

Support services to municipal and urban local bodies.

Company will continue to focus on its core strengths particularly Facility Management Services (FMS) and Municipal Solid Waste Management (MSW) business while selectively pursuing profitable and viable opportunities in Engineering Services (ES) Segment.

5. Dividend

Considering the financial position of the Company and in absence of distributable profits, the Board of Directors does not recommend any dividend for the financial year ended March 31, 2026.

6. Transfer to Reserves

In view of the loss incurred by the Company during the financial year under review and the resultant position of the standalone financial statements, no amount has been transferred to reserves during the year.

7. Share Capital

Authorised Share Capital:

During the year under review, the Authorised Share Capital of the Company is INR 24,000 Lakh divided into 2400.00 Lakh equity shares of INR 10/- (Rupees Ten only) each.

Paid up Share Capital:

The Company has not issued any shares during the year, the paid up share capital of the Company stood INR 176,11,98,580/- (Indian Rupees One Hundred Seventy Six Crore Eleven Lakh Ninety Eight Thousand Five Hundred Eighty Only) divided into 17,61,19,858 (Seventeen Crore Sixty One Lakh Nineteen Thousand Eight Hundred Fifty Eight) Equity Shares of INR 10/- each as at March 31, 2026.

However, subsequent to the year under review, Company has allotted 14,02,500 (Fourteen Lakh Two Thousand Five Hundred) equity shares of INR 10/- each on May 04, 2026, pursuant to exercise of Employee Stock Options by the employees of the Company under A2Z Employee Stock Option Plan, 2013, A2Z Employee Stock Option Plan, 2014 and A2Z Employee Stock Option Plan, 2018. Accordingly, as on date of this report the paid-up Share Capital of the Company stood at INR 1,77,52,23,580/- (Indian Rupees One Hundred Seventy Seven Crore Fifty Two Lakh Twenty Three Thousand Five Hundred Eighty Only) divided into 17,75,22,358 (Seventeen Crore Seventy Five Lakh Twenty Two Thousand Three Hundred Fifty Eight) Equity Shares of INR 10/- each.

8. Subsidiaries and Associate Companies

As on March 31, 2026, the Company had 9 (Nine) direct and step down subsidiary Companies and 18 (Eighteen) Associate Companies. Further, the Company has entered into Joint Venture agreements with unincorporated JV s for bidding of tenders & contracts the details are given in the note no. 34 & 35 to the standalone and the consolidated financial statements. Also the Company is a member of an association of person (AOP) in which Company is having 60% share in profits.

As per sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements and performance of the Company s subsidiaries and associate companies for the year ended March 31, 2026, is included as per the prescribed format in this Annual Report. The Financial Statements of these subsidiaries are uploaded on the website of the Company in compliance with Section 136 of the Companies Act, 2013. The Financial Statements of these subsidiaries and the other related detailed information will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any member at the Registered Office of the company on all working days except Saturday and Sunday during business hours up to the date of the Annual General Meeting.

During FY 2025-26, there has been no major change in the nature of business of the subsidiaries. During the year under review, A2Z Infraservices Limited ( Infraservices ), a material subsidiary of A2Z Infra Engineering Limited ( Company ), invested in Blyss Infinitaas Ltd. ( Blyss ), an Associate of Infraservices. Infraservices holds 40% stake in Blyss w.e.f. March 20, 2026. The main object of Blyss is engaged in the business of operating a technology-enabled platform for the aggregation and provision of on-demand home and commercial services under the brand name Blyss . In terms of the Regulation 46(2)(h) of SEBI Listing Regulations, the policy for determining material subsidiaries is placed on the website of the Company

– http://media.a2zgroup.co.in/pdf/Policy_on_material_ subsidiary_28.05.2025.pdf

Report on the performance and financial position of each of the subsidiaries and associates has been provided in Form AOC-1 and forms part of the Annual Report as Annexure A .

9. Directors and Key Managerial Personnel

1. Appointment/Re-appointment & Cessation of Directors/KMPs

There were no changes in the composition of the Board of Directors during the year under review.

After the year under review:

The Nomination and Remuneration Committee and the Board of Directors of the Company recommended the re-appointment of Mr. Amit Mittal as Managing Director of the Company not liable to retire by rotation, for a period of 3 years effective from January 01, 2027, subject to approval of Members at the ensuing Annual General Meeting by Ordinary Resolution.

2. Retire by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arun Gaur (DIN: 08328873), Director liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

3. Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Companies Act, 2013 read with the rules framed thereunder, the Key Managerial Personnel s (KMP s) of the Company as on date of this report; are: 1. Mr. Amit Mittal, Managing Director cum CEO 2. Mr. Lalit Kumar, Chief Financial Officer 3. Mr. Atul Kumar Agarwal, Company Secretary In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of Director(s) proposed to be re-appointed are given in the Notice convening the ensuing Annual General Meeting.

10. Policy on Directors appointment and Remuneration

As on March 31, 2026, the Board consists of Seven members, One(1) is Executive Director-Managing Director Cum CEO, three(3) are Non-Executive and Non-Independent Directors one of whom is the Woman director and other three(3) are Non-Executive Independent Directors two of whom are Women Independent Directors. In terms of the provisions of Section 178(3) of the Act and Para A of Part D under Schedule II of the SEBI Listing Regulations, the Nomination & Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination & Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, KMP and Senior Management and their remuneration. The policy covers the criteria for making payments to the NEDs.

The Remuneration Policy of the Company can be accessed via following link.- http://media.a2zgroup.co.in/pdf/Remuneration_Policy_13.02.2021.pdf

11. Declaration by Independent Director(s)

The Company has received necessary declaration from each of the Independent Directors under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations, that they meet the criteria of independence as laid down in section 149(6) of the Companies act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

The Company has also received from them, declaration of compliance of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs, Manesar, for inclusion/ renewal of name in the data bank of Independent Directors. With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possess relevant expertise and experience and their continued association as Director will be of immense benefit and in the best interest of the Company. With Directors, regard to proficiency assessment ascertained from the online proficiency test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information and confirmations furnished by Independent Directors regarding their compliance with the applicable requirements.

12. Annual evaluation of Board Performance and Performance of its committees and Individual Directors

Annual evaluation of the performance of the Board, its Committees and individual directors was carried out in accordance with the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ( SEBI ) under SEBI Listing Regulations.

The performance of the Board was evaluated by the members of the Board on the basis of the guidance note and criteria laid down for the purpose, including the composition and structure of the Board, effectiveness Board processes, information flow culture and dynamics, quality of relationship between the Board and the Management, efficacy of communication with external stakeholders, competence and experience of Board to conduct its affairs effectively, operations are in line with strategy, integrity of financial information and the robustness of financial and other controls, effectiveness of risk management processes, among other relevant parameters. The performance of the Committees was evaluated by the Board after seeking inputs from the respective Committee members. The evaluation was undertaken with reference to criteria including the composition of committees, effectiveness of committee meetings and deliberations, appropriateness of the mix of knowledge, skills and experience, effectiveness and value added by the Committee, and the independence and overall functioning of the Committees.

The Board and the Nomination & Remuneration Committee ( NRC ) evaluated the performance of the individual directors based on criteria including their contribution to the Board and committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, willingness to devote time and effort to understand the company and its business, competency to take the responsibility and having adequate qualification, experience and knowledge, quality and value of their contributions at board meetings, effectiveness of Leadership provided by the Chairperson. In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairperson was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

The overall evaluation process was conducted in accordance with the applicable statutory and regulatory requirements and covered the effectiveness, contribution and functioning of the Board, its Committees and individual Directors.

13. Number of meetings of the Board of Directors

During the year, Five (5) meetings of the members of Board and two(2) meeting of Independent Directors were held, the details of which are given in Corporate Governance Report. The provisions of the Companies Act, 2013 and SEBI Listing Regulations, were adhered to while considering the time gap between two consecutive meetings.

14. Meetings of the Audit Committee

During the year under review, the Audit Committee met Five(5) times. The details of the meetings, composition and terms of the reference of the Committee are given in the Corporate Governance Report which forms part of this and functioning, Board

15. Change in the nature of business

There has been no change in the nature of business during the year under review.

16. Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company and the date of this report.

17. Updates on Debt Reduction Plan/ One Time Settlement (OTS) with Lenders

During the year under review, Company has entered into Settlement Arrangement on February 24, 2026 with Indian Bank, through full cash One Time Settlement (OTS) for a deferred Consideration of INR 50.0 Crores, against the total outstanding dues of the Company and its Associate Companies, except the non-fund base facility amounting to INR 14.40 Crores. Further, Company is in compliance will of the said settlement terms, and No Dues Certificate be received after complete closure.

Your Company is working assiduously to reduce the debt burden and in line with this strategy the Company has entered into One Time Settlement Agreements (OTS) with various Lenders, wherein it had settled the outstanding borrowings by upfront payments and deferred installments. Company is also in discussion with the remaining Lender(s) for finding a prudent resolution of their respective fund/non-fund based exposure to the Company by doing one time settlement with them.

18. Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Sections 2(31) and 73 of the Companies Act, 2013, and the Rules framed thereunder and any re-enactments thereof and consequently, there was no amount of principal or interest outstanding towards the Public deposit as on the date of Financial Statements.

19. Significant and Material Orders passed by the Regulators or Courts or Tribunals by the There are no significant Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operations.

20. Internal Financial Controls and systems: According to Section 134(5)(e) of the Act, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company. Your Company has in place adequate financial control system and framework in place to ensure: - ;business The orderly and efficient conduct of its

- Safeguarding of its assets;

- The prevention and detection of frauds and errors;

- The accuracy and completeness of the accounting records; and

- The timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company s IFC system also comprises due compliances with Company s policies and Standard Operating Procedures (SOPs) and audit and compliance by internal audit checks from VBR & Associates, Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls for the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

The Company s Books of Accounts are maintained in tally and transactions are executed through tally (ERP) setups to ensure correctness/ effectiveness of all transactions, integrity and reliability of reporting. for Significant improvement of the business processes are reviewed by the Management before reporting to the Audit Committee. The Audit Committee reviews the Internal Audit reports and the status of implementation of the agreed action plan. This system of internal control facilitates effective compliance of Section 138 of Companies Act, 2013 and the SEBI Listing Regulations.

The internal auditors of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. The Statutory Auditors have given their disclaimer of opinion on the financial reporting in their Report on the effectiveness of the Company s internal financial controls with reference to the Company s ability to continue as a going concern, accrual of interest expenditure in accordance with Ind AS 23 and reconciliation of the same with the lenders. Your Directors re-iterate their clarifications on the same as mentioned elsewhere in the Report.

21. Secretarial Standards

The Company is in Compliances with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

22. Auditors

Statutory Auditors and Auditors Report

M/s MRKS and Associates ( MRKS ) (Firm Registration No. 023711N), Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 20 th Annual General Meeting (AGM) till the conclusion of the 25 th Annual General Meeting of the Company. The Board, on the recommendation of the Audit Committee, recommended for the approval of the Members, for the re-appointment of M/s MRKS and Associates ( MRKS ) (Firm Registration No. 023711N), Chartered Accountants, for a second term of five consecutive years to hold office from the conclusion of this 25th Annual General Meeting until the conclusion of 30th Annual General Meeting of the Company.

Appropriate resolution seeking your approval to the appointment and remuneration of the Auditors is appearing in the Notice convening the 25 th AGM of the Company. The Board of Directors recommends to the Members to pass the resolution, as stated in Item No. 3 of the Notice, convening the ensuing Annual General Meeting. The auditor s report presented by M/s MRKS and Associates , Auditors on the accounts of the company for the financial year ended March 31, 2026 is self-explanatory and requires no comments and the Management replies to the audit observations are as under:

Explanation to Para 3.a. of Auditor s report on Standalone Financials of A2Z Infra Engineering Ltd. and Para 3.a. of Auditors report on consolidated Financial of A2Z Infra Engineering Ltd., its subsidiaries and associates of A2Z Infra Engineering Ltd.

Based upon management analysis and assumptions, the management is evaluating various options and has entered into one-time settlement agreements with various lenders (as described in note 22.1 of the financial statements), including interest and other related terms and conditions apart from further negotiating the terms with the remaining lenders for settlement of its existing debt obligations. Further the management is in discussions with certain customers for an immediate recovery of the amount due from them and believes that the substantial portion of such trade receivables shall be realized within the upcoming year. Management believes that the Company will be able to settle its remaining debts in the due course and in view of the proposed settlement of debt obligations together with the expected increased realisation from the trade receivables, no adjustments are required in the standalone financial statements and accordingly, these have been prepared on a going concern basis. Refer Note 31 of standalone financial statements and Note 50 of consolidated financial statements for details.

Explanation to Para 3.b. of Auditor s report on standalone Financials of A2Z Infra Engineering Ltd., & Para 3.b. of Auditors report on Consolidated Financials of A2Z Infra Engineering Ltd. its subsidiaries, joint ventures and associates of A2Z Infra Engineering Ltd.

Based upon management analysis and assumptions, management is confident that no additional liability on account of borrowing settlement shall devolve on the Company in addition to the carrying value of such liability as at March 31, 2026. The Company is in the process of negotiations/ reconciliations of its outstanding obligations carried in these financial statements. Hence, directors believe that there is no material financial impact on the said disclaimer of opinion. Refer Note 22.1 of standalone financial statements and Note 49 of consolidated financial statements for details.

Going Concern

The Auditors of Company has modified its opinion on the financial statements as on March 31, 2026 that they are unable to comments on the ability of the Company to continue as a going concern. As on March 31, 2026, Company has accumulated losses amounting to INR 1,07,659.78 Lakhs and is presently facing liquidity problems on account of delayed realization of trade receivables. Also, certain lenders have filed applications with the Debt Recovery Tribunal (DRT) for recovery of their dues.

Conditions explained above, indicate existence of the uncertainties that may cast significant Company s ability to continue as a going concern due to which the Company may not be able to realise its assets and discharge its liabilities in the normal course of business in future. However, the management is evaluating various options and has entered into one-time settlement agreements with various lenders, including interest and other related terms and conditions apart from further negotiating the terms with the remaining lenders for settlement of its existing debt obligations. Further the management is in discussions with certain customers for an immediate recovery of the amount due from them and believes that the substantial portion of such trade receivables shall be realized within the upcoming year. Management believes that the Company will be able to settle its remaining debts in the due course and in view of the proposed settlement of debt obligations together with the expected increased realisation from the trade receivables, no adjustments are required in the standalone financial result and accordingly, these have been prepared on a going concern basis.

Branch Auditors

In terms of Section 143(8) of the Companies Act, 2013 read with Rule 12 of the Companies (Audit and Auditors) Rules, 2014, the audit of the accounts of the branch offices of the Company located outside India is required to be conducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordance with laws of that country. The Board of Directors seeks approval of the Members to authorize the Board of Directors based on the recommendation of Audit Committee to appoint Auditors for the branch office(s) of the Company and also to fix their remuneration. The Board of Directors recommends to the Members to pass the resolution, as stated in Item No. 5 of the Notice, convening the ensuing Annual General Meeting.

Secretarial Auditors

In terms of the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. DR Associates, Company Secretaries as Secretarial Auditors of the Company to conduct Secretarial Audit for the term of 5 (five) consecutive financial years, commencing from Financial Year 2025-26 and continuing upto Financial Year 2029-30, subject to the applicable provisions of the Act and the rules made thereunder.

Further, M/s DR Associates, Company Secretaries, have also been appointed as Secretarial Auditors of the Company s material unlisted Subsidiary Company(ies), namely M/s A2Z Infraservices Ltd., M/s Ecogreen Envirotech Solutions Ltd. and M/s Mansi Bijlee & Rice Mills Ltd for the Financial Year 2025-26, in accordance with the applicable provisions of the Act and the rules made thereunder.

The Secretarial Audit Report of the Company together with its material unlisted subsidiary(ies) is given as Annexure B (Form MR-3) which forms part of this report.

The said Secretarial Audit Reports do not contain any qualification, reservation or adverse remark made by the secretarial auditors.

The Company has submitted the annual secretarial compliance report with BSE Limited ( BSE ) and National Stock Exchange of India Limited ( NSE ) (collectively referred to as Stock Exchanges ) in compliance of Regulation 24A of the SEBI Listing Regulations.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records in respect of road and construction activity need to be audited. In Compliance to the above, the Board of Directors upon the recommendation of the Audit Committee, had appointed M/s S A Y S & Co. LLP, Cost Accountants (Firm Registration No. 007650), as the Cost Auditors of the Company for the Financial Year ending March 31, 2027. In accordance with the above provisions, the remuneration payable to the cost auditors for the financial year ending March 31, 2027 should be ratified by the Members. Accordingly, the Board of Directors recommends to the Members to pass the resolution, as stated in Item No. 6 of the Notice convening the forthcoming Annual General Meeting. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

Further, the Cost Auditors Report as given by M/s S S S & Associates (formerly known as S Sountyal & Co.) (Firm Registration No. 004981) for financial year 2025-26 do not contain any qualifications, reservations, adverse remarks or disclaimer which call for any explanation/comment from the Board of Directors.

23. Corporate Social Responsibility (CSR)

As the Company does not fall within the criteria specified under Section 135 of the Companies Act, 2013, during the preceding financial year, i.e., F.Y. 2024-25, the provisions relating to Corporate Social Responsibility (CSR) were not applicable to the Company for F.Y. 2025-26. Accordingly, the Company was not required to undertake any CSR expenditure during the financial year 2025-26. The CSR Policy of the Company approved by the Board is placed on the website of the Company and may be accessed via following link. http://media.a2zgroup.co.in/pdf/CSR_Policy_A2Z_22.pdf

24. Investor Education and Protection Fund

During the year under review, there was no requirement to transfer any funds and equity shares to the Investor Education and Protection Fund.

25. Vigil Mechanism / Whistle Blower Policy

The Board has pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, framed Vigil Mechanism (Whistle Blower) Policy ( the Policy ) through which directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company s code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal.

This Policy has been formulated to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns from time to time. The said policy is placed on the website of the Company and may be accessed at a link:- https://media.a2zgroup.co.in/pdf/VIGIL_(WHISTLE%20BLOWER)_ POLICY_13.02.2021.pdf

This vigil mechanism of the Company is overseen by the Audit Committee and provides adequate safeguard against victimization of employees and directors who avail the vigil mechanism and also provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional circumstances.

26. Particulars of Loans, Guarantees or Investments under Section 186

Being an infrastructure Company, the provisions of Section 186 is not applicable on the Company and particulars of loans, guarantees, investments form part of the notes to the Financial Statements provided in this Annual Report. All the loans, guarantees and investments made are in compliance with the provisions of the Companies Act, 2013 and the same are disclosed in the Financial Statements.

27. Related Party Transactions

With reference to Section 134 (3) (h) of the Act, all contracts or arrangements with related party under Section 188 (1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm s length basis. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review. During the year under review, Company had not entered into any contract or arrangement with the related parties which could be considered material as per the criteria specified under the Companies Act, 2013 and SEBI Listing Regulations and according to the policy of the Company on the materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in Form-AOC 2. However, you may refer to Related Party transactions in Note No. 35 of the standalone financial statements.

The Policy on materiality of related party transactions as also dealing with related party transactions as approved by the Board may be accessed on the Company s website at the link:

https://media.a2zgroup.co.in/pdf/Policy_on_Materiality_of_and_Dealing_with_Related_Party_Transactions_11.02.2026.pdf

28. Employee Stock Option Plan

The Nomination & Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the A2Z Employees Stock Option Plan 2013 (ESOP 2013), A2Z Employees Stock Option Plan 2014 (ESOP 2014) and A2Z Employees Stock Option Plan 2018 (ESOP 2018) of the Company in accordance with the applicable SEBI Guidelines.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to ESOP 2013, ESOP 2014 and ESOP 2018, including ESOP re-granted under the above specified scheme(s), if any, are available on the website of the Company at www.a2zgroup.co.in. The certificates from the Secretarial Auditor of the Company stating that the Schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the members will be available for inspection in electronic mode during the meeting to any person having right to attend the meeting and same may be accessed by sending an e-mail to investor.relations@a2zemail.com . 29. Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in the prescribed Form No. MGT-7 as on 31 st March, 2026 is available on the Company s website and can be accessed at the following link:

https://media.a2zgroup.co.in/pdf/Draft%20Annual%20Return_2025-26.pdf

30. Prevention of Sexual Harassment at Workplace:

Equal Value is given to all employees in the Company. There is no discrimination between individuals at any point based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. Every individual is expected to treat his/her colleagues with respect and dignity. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received regarding sexual harassment. Following is the summary of sexual harassment complaints received and disposed of during the year:

(a) No. of complaints of sexual harassment received in the year: Nil

(b) No. of complaints disposed off during the year:

Nil

(c) No. of cases pending for more than ninety days :

Nil

31. Disclosure on Cost Records

Pursuant to provisions of Section 134 of the Act read with Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, it is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained.

32. Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in

Annexure C .

33. Conservation of Energy, Technology absorption,

Foreign Exchange Earnings and Outgo

Due to various reasons beyond the control of the Company as mentioned herein above, the power plants of the Company are not operational. Further, there is no any other manufacturing plant owned by the Company. Hence, most of the Information required to be provided under Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014, are Nil/Not applicable during the year under review. The information, as applicable, is given hereunder:

Conservation of Energy : Your Company requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Further, during the year there are no foreign exchange earnings and outgo.

34. Disclosure requirements a. As per Regulation 34 read with Schedule V of the SEBI Listing Regulations, management discussion and analysis are attached, which form part of this report. b. Company is complying with the provisions relating to the Maternity Benefit Act 1961/ the Code on Social Security, 2020. c. The Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees. d. Details of the familiarization program of the independent directors are available on the website of the Company https://media.a2zgroup.co.in/pdf/AIEL_Familiarization_ Programme_for_Independent_Directors_2025_26.pdf

e. There has been no change in the charter documents of the Company. The power to change, amend, or completely replace the charter documents lies exclusively with the shareholders of the Company.

f. The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

g. In terms of Regulation 17(8) of SEBI Listing Regulations, the Chief Executive officer and the to the Chief Financial officer furnished a certificate Board of Directors in the prescribed format for the year under review and taken on record by the Board.

35. Listing

The Equity Shares of the Company continue to remain listed on BSE Limited and National Stock Exchange of India Limited (NSE). The stipulated listing fees for FY 2026-27 have been paid to both the Stock Exchanges.

36. Risk Management Policy

Risk management forms an integral part of the business planning and review cycle. The Company s Risk Management Policy is designed to provide reasonable assurance that objectives are met by integrating management control into the daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Company s financial reporting and related disclosures.

The Company has a mechanism in place to inform Board members about risk assessment, minimization procedures and periodical review thereof. The Board of Directors and Audit Committee of Board of Directors of the Company inter alia reviews Risk Management functions of the Company and ensures appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

37. Directors Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a. In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed and no material departures have been made from the same; b. We 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 at March 31, 2026 and of the profit and loss of the company for that period; c. We have taken proper and maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. We have prepared the annual accounts on a going concern basis; and e. We have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of directors during the year under review.

39. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

Details of proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) are as follows:

S. No. Case Title	Stage/Status	Tribunal	Remarks
1. Jaiprakash Associates Vs. A2Z Infra Engineering Ltd.	Not appeared yet before NCLT	NCLT Chandigarh	Not appeared yet before NCLT
2. Dinesh Kumar Gupta Liquidator Vs. M/S A2z Infra Engineering Limited	Next date of hearing is September 07, 2026	NCLT Delhi	Listed for arguments

40. 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.

Not Applicable

41. General

Your Directors state that no disclosure or reporting is required in respect of the following items (as there were no transactions/instances on the below mentioned items) during the year under review:

1. No Voluntary revision of Financial Statements or Board s Report.

2. No director who is in receipt of any commission from the Company and who is a Managing Director or Whole-time Director of the Company has received any remuneration or commission from any Holding Company or Subsidiary Company of the Company. i. Mr. Amit Mittal was appointed as Whole-Time Director in Ecogreen Envirotech Solutions Ltd. ( Ecogreen ), subsidiary of the Company for a period of three (3) years effective from November 01, 2024 and he is in receipt of remuneration of INR 78.96 Lakh from Ecogreen during the year under review.

42. Acknowledgement

Your Directors place on record their gratitude to the Central Government, State Government Departments, Organizations and Agencies in India and Governments of various countries where the Company has its operations for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, joint venture partners and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company.

The Directors also appreciate and value the trust reposed in them by Members of the Company. Your Directors also thank and appreciate all the Bankers of the Company for their support extended by them to the Company in difficult times and for accepting the settlement process for settling the debt amount in an amicable manner.

	For and on behalf of Board of Directors
	Sd/-
	(Atima Khanna)
Date : 31.08.2026	Chairperson
Place : New Delhi	DIN-07145114

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]