Chavda Infra Ltd Directors Report

To,

The Members,

CHAVDA INFRA LIMITED

(Formerly known as Chavda Infra Private Limited)

Your Directors are pleased to present the 14th Annual Report on the business and operations of Chavda Infra Limited ("the Company") together with the Audited Standalone Financial Statements for the financial year ended 31st March, 2026.

1. Financial Highlights

The summarised standalone financial performance of the Company for the year ended 31st March, 2026, as compared with the previous financial year, is as under: ( IN LAKHS)

Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025
Revenue from Operations	32,063.14	26,142.43
Other Income	140.11	234.79
Total Revenue	32,203.25	26,377.22
Profit / (Loss) before exceptional and extraordinary items and tax	2,426.90	2,844.64
Add / (Less): Extra-Ordinary Item	Nil	Nil
Profit / (Loss) after Extra-Ordinary Items and before tax	2,426.90	2,844.64
Tax Expense (total)	727.07	734.43
(a) Current Tax	676.79	860.16
(b) Deferred Tax (Assets) / Liabilities	(37.79)	(125.73)

STATUTORY

Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025
(c) Prior Year Tax Expense	222.58	0.00
(d) Short / (Excess) provision of prior years	(134.51)	0.00
Profit / (Loss) After Tax	1,699.83	2,110.21
Earnings per Equity Share (Basic & Diluted) ( )	6.50	8.56

Note: The figures for FY 2025-26 have been extracted from the audited standalone financial statements of the Company for the year ended 31st March, 2026. The figures for FY 2024-25 are as per the audited standalone financial statements of that year and have been regrouped / reclassified wherever necessary to make them comparable with the figures of the current year. The break-up of the tax expense has been presented in conformity with the audited Statement of Profit and Loss for the year ended 31st March, 2026.

2. State of the Companys Affairs and Operations

The Company is engaged in the business of construction and allied services and operates as a fully integrated Engineering, Procurement and Construction (EPC) contractor, primarily servicing real estate developers, institutions and corporates across Gujarat, including Ahmedabad, Gandhinagar, GIFT City, Rajkot and Baroda.

During the year under review, the Company recorded Total Revenue of 32,203.25 Lakhs as against 26,377.22 Lakhs in the previous year, registering a growth of approximately 22.09%. Revenue from Operations grew to 32,063.14 Lakhs from 26,142.43 Lakhs, an increase of approximately 22.65% over the previous year. Profit before Tax for the year stood at 2,426.90 Lakhs as against 2,844.64 Lakhs, and Profit after Tax stood at 1,699.83 Lakhs as against 2,110.21 Lakhs in the previous year. The moderation in profitability, notwithstanding the growth in revenue, is attributable principally to the higher finance costs and depreciation arising from the expansion of the Companys equipment base and the larger quantum of working capital deployed in the execution of an enlarged order book, together with elevated input and labour costs during the year. The order book of the Company stood at approximately 725 Crores as at 31st March, 2026, providing revenue visibility over the next 24 to 36 months.

Your Company was originally incorporated as "Chavda Infra Private Limited" vide certificate of incorporation dated 8th October, 2012 and was subsequently converted into a public limited company, consequent upon which a fresh certificate of incorporation was issued on 26th May, 2023 in the name of "Chavda Infra Limited". The equity shares of the Company are listed on the SME platform of the National Stock Exchange of India Limited (NSE Emerge).

3. Dividend

With a view to conserving resources for the future growth and expansion of the Company, your Directors do not recommend any dividend for the financial year 2025-26.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and as reviewed and adopted by the Board of Directors of your Company, is available on the Companys website viz., URL: https://www.chavdainfra.com/policy.php

4. Transfer to Reserves

During the year under review, the Board of your Company has not appropriated or transferred any amount to the General Reserve. The profit for the year has been carried to the balance sheet under the head "Surplus in the Statement of Profit and Loss".

5. Change in the Nature of Business

There has been no change in the nature of the business of the Company during the financial year under review. The Company continues to be engaged in the same line of business as stated in the main objects of its Memorandum of Association.

6. Share Capital and Change in Capital Structure

During the year under review, the following changes took place in the capital structure of the Company:

(a) Increase in Authorised Share Capital

Pursuant to the approval of the Members accorded by way of Postal Ballot (the results whereof were declared on 9th January, 2026), the Authorised Share Capital of the Company was increased from 25,00,00,000/- (Rupees Twenty-Five Crores only), divided into 2,50,00,000 equity shares of 10/- each, to 35,00,00,000/- (Rupees Thirty-Five Crores only), divided into 3,50,00,000 equity shares of 10/- each, and Clause V of the Memorandum of Association of the Company was altered accordingly. The requisite Form SH-7 was filed with the Registrar of Companies, Ahmedabad on 18th January, 2026. Accordingly, the Authorised Share Capital of the Company as at 31st March, 2026 stood at 35,00,00,000/-.

(b) Preferential Issue and Allotment of Equity Shares

Pursuant to the Special Resolution passed by the Members through Postal Ballot (the remote e-voting in respect whereof concluded on 8th January, 2026 and the results whereof were declared on 9th January, 2026) and after receipt of the in-principle approval from the National Stock Exchange of India Limited, the Board, at its meeting held on 22nd January, 2026, allotted 80,00,000 (Eighty Lakh) equity shares of face value 10/- each at an issue price of 114/- per equity share (including a premium of 104/- per equity share), aggregating to 91,20,00,000/-, on a preferential basis to persons belonging to the non-promoter / public category.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company increased from 24,65,60,000/-(2,46,56,000 equity shares of 10/- each) to 32,65,60,000/- (3,26,56,000 equity shares of 10/- each), thereby crossing the threshold of 25 Crores on 22nd January, 2026. The implications of this event on the applicability of corporate governance requirements are set out under the head "Corporate Governance" below.

The details of the preferential allotment made on 22nd January, 2026 are as under

Sr. Name of the Allottee	No. of Equity Shares	Consideration ( )
1 Dhruva Keval Shah	2,72,727	3,10,90,878
2 Kajal Prashil Shah	5,90,909	6,73,63,626
3 Arunaben Vinodchandra Dhandhara	5,45,455	6,21,81,870
4 Jinshi Alpeshkumar Shah	5,95,455	6,78,81,870
5 Apurva Jain	15,40,909	17,56,63,626
6 Akalpya India Equity Fund	4,54,545	5,18,18,130
7 Manojkumar M Chaudhari	10,00,000	11,40,00,000
8 Dilip Shankarbhai Chaudhary	13,00,000	14,82,00,000
9 Akshay Rakesh Chaudhary	13,00,000	14,82,00,000
10 Javal Vishnukumar Patel	4,00,000	4,56,00,000
Total	80,00,000	91,20,00,000

(c) Events relating to the share capital of the Company after the close of the financial year and up to the date of this Report

The Board of Directors, at its meeting held on 6th August, 2026, approved, subject to the approval of the Members: (i) an increase in the Authorised Share Capital of the Company from 35,00,00,000/- (divided into 3,50,00,000 equity shares of

10/- each) to 70,00,00,000/- (divided into 7,00,00,000 equity shares of 10/- each), together with the consequential alteration of Clause V of the Memorandum of Association; and (ii) the issue of 3,26,56,000 bonus equity shares of 10/- each in the ratio of 1:1, that is to say, one new fully paid-up bonus equity share of 10/- each for every one existing fully paid-up equity share of 10/- each, by capitalisation of the reserves of the Company.

The Notice of Postal Ballot dated 6th August, 2026 in respect of the said items was circulated to the Members on 11th August, 2026, the cut-off date being 7th August, 2026 and the remote e-voting period being from 14th August, 2026 (09:00 a.m. IST) to 12th September, 2026 (05:00 p.m. IST). As on the date of this Report, the approval of the Members to the said items had not been received and the bonus issue had not been given effect to.

7. Deviation / Variation in Utilisation of Funds Raised through Public Issue

The Company was listed on the SME platform of the National Stock Exchange of India Limited (NSE Emerge) in the financial year 2023-24. There were no deviations or variations in the utilisation of the proceeds of the public issue from the objects stated in the offer document / Prospectus. The Statement of Deviation(s) / Variation(s) was placed before and reviewed by the

Audit Committee and submitted to the stock exchange under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on a periodic basis.

The Company has also utilised the proceeds of the preferential issue in accordance with the objects stated in the explanatory statement to the Postal Ballot Notice. Of the gross proceeds of 91.20 Crores raised on 22nd January, 2026, an amount of 22.19 Crores was utilised out of the allocation of 22.76 Crores towards General Corporate Purposes, and the entire allocation of 68.44 Crores towards issue-related expenses and working capital requirements was utilised, aggregating to a utilisation of 90.63 Crores as at 31st March, 2026. There was no deviation or variation in the utilisation of the said proceeds from the objects stated. The Statement of Deviation(s) / Variation(s) for the quarter ended 31st March, 2026, together with the certificate of the Statutory Auditors on the utilisation of the issue proceeds, was reviewed by the Audit Committee, taken on record by the Board at its meeting held on 29th May, 2026 and submitted to the National Stock Exchange of India Limited under Regulation 32 of the SEBI (LODR) Regulations, 2015. The appointment of a monitoring agency was not applicable.

8. Transfer of Shares / Unpaid Dividend to Investor Education and Protection Fund (IEPF)

During the year under review, the Company was not required to transfer any amount / equity shares to the Investor Education and Protection Fund (IEPF) under Sections 124 and 125 of the Companies Act, 2013, as there were no unpaid or unclaimed dividends and no shares in respect of which dividend had remained unpaid or unclaimed.

9. Directors and Key Managerial Personnel

(a) Composition of the Board and Key Managerial Personnel as on 31st March, 2026

The Board of Directors and the Key Managerial Personnel of the Company as on 31st March, 2026 comprised the following:

Sr. Name	Designation / Category	DIN
	Chairman & Managing
1 Mr. Mahesh Gunvantlal Chavda	Director	06387556
2 Mr. Johil Maheshbhai Chavda	Whole-time Director	06387563
3 Mrs. Dharmishtha Maheshkumar Chavda	Executive Director	06387566
4 Ms. Drashti Laxmikant Solanki	Non-Executive & Independent Director	10136197
5 Mr. Darshil Hemendrakumar Shah	Non-Executive & Independent Director	09013533
	Additional Director (Non- Executive &
6 CA Arpit Tiwari	Independent) w.e.f. 23rd March, 2026	11394258

Key Managerial Personnel:

Mr. Parth Vithhalbhai Gurjar Chief Executive Officer

Mr. Gopal Rami Chief Financial Officer (re-appointed w.e.f. 7th January, 2026) Ms. Pooja Haribhai Gadhavi Company Secretary & Compliance Officer

In the opinion of the Board, all the Independent Directors possess the requisite qualifications, experience, expertise (including proficiency) and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

As on 31st March, 2026, the paid-up share capital of the Company stood at 32,65,60,000/- comprising 3,26,56,000 equity shares of 10/- each.

(b) Appointment / Cessation of Directors and Key Managerial Personnel during FY 2025-26

During the year under review, the following changes took place in the Board and among the Key Managerial Personnel of the Company:

Name	Date of Event	Nature of Event	Reason / Remarks
Ms. Pooja Haribhai Gadhavi	30th May, 2025	Appointment	Appointed as Company Secretary & Compliance Officer (KMP)
Mr. Gopal Rami	30th May, 2025	Cessation	Resigned as Chief Financial Officer (KMP)
Mr. Mayank Surajmal Shah	2nd June, 2025	Appointment	Appointed as Chief Financial Officer (KMP)
Mr. Mayank Surajmal Shah	6th January, 2026	Cessation	Resigned as Chief Financial Officer (KMP)
Mr. Gopal Rami	7th January, 2026	Appointment	Re-appointed as Chief Financial Officer (KMP)
CA Arpit Tiwari	23rd March, 2026	Appointment	Appointed as Additional Director (Non-Executive & Independent)

Consequent to the paid-up capital of the Company crossing 25 Crores, and in order to align the composition of the Board and its Committees with the requirements applicable to entities to which Regulations 17 to 27 of the SEBI (LODR) Regulations, 2015 apply, the Board, on the recommendation of the Nomination and Remuneration Committee, appointed CA Arpit Tiwari (DIN: 11394258) as an Additional Director in the category of Non-Executive Independent Director with effect from 23rd March, 2026, to hold office up to the date of the ensuing Annual General Meeting, and recommended his appointment as an Independent Director for a first term of five consecutive years, i.e. from 23rd March, 2026 up to 22nd March, 2031, subject to the approval of the Members.

(c) Changes in the Board and among the Key Managerial Personnel after the close of the financial year and up to the date of this Report

In accordance with Section 134(3)(l) of the Companies Act, 2013, the following changes in the composition of the Board of Directors have taken place after the close of the financial year, i.e. after 31st March, 2026, and up to the date of this Report:

(i) Confirmation of the appointment of CA Arpit Tiwari as an Independent Director: CA Arpit Tiwari, having been appointed as an Additional Director, held office in terms of Section 161(1) of the Companies Act, 2013 only up to the date of the ensuing Annual General Meeting. Accordingly, the Board convened a Postal Ballot and, by a resolution passed by the Members through remote e-voting pursuant to the Postal Ballot Notice dated 18th May, 2026 (the remote e-voting period having commenced on 19th May, 2026 and concluded on 17th June, 2026), CA Arpit Tiwari (DIN: 11394258) was appointed as a Non-Executive Independent Director of the Company for a first term of five consecutive years, i.e. from 23rd March, 2026 up to 22nd March, 2031. He accordingly ceased to be an Additional Director and continued on the Board as an Independent Director.

(ii) Resignation of CA Arpit Tiwari: CA Arpit Tiwari (DIN: 11394258) resigned from the office of Non-Executive Independent Director of the Company vide his resignation letter dated 27th August, 2026, on account of other professional commitments, with effect from the closing of business hours of 27th August, 2026, and has confirmed that there is no other material reason for his resignation. The Board of Directors took note of the said resignation at its meeting held on 27th August, 2026 and placed on record its appreciation of his contribution. The requisite disclosure under Regulation 30 of the SEBI (LODR) Regulations, 2015 was made to the Stock Exchange and Form DIR-12 was filed with the Registrar of Companies.

(iii) Appointment of Mr. Siddharth Parshottam Gajra: On the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 27th August, 2026, appointed Mr. Siddharth Parshottam Gajra (DIN: 10223234) as an Additional Director in the category of Non-Executive Independent Director with effect from 27th August, 2026, for a first term of five consecutive years, i.e. up to 26th August, 2031, subject to the approval of the Members. He is a qualified Company Secretary (Membership No. A49263) and an independent legal professional with over a decade of experience in secretarial and legal compliances. He has furnished the requisite declaration of independence and his name is registered in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs. The requisite disclosure under Regulation 30 of the SEBI (LODR) Regulations, 2015 was made to the Stock Exchange and Form DIR-12 was filed with the Registrar of Companies. A resolution for his appointment as an Independent Director forms part of the Notice convening the ensuing Annual General Meeting.

(iv) Reconstitution of the Committees of the Board: Consequent upon the cessation of CA Arpit Tiwari and the appointment of Mr. Siddharth Parshottam Gajra as aforesaid, the Board of Directors, at its meeting held on 27th August, 2026 and on the recommendation of the Nomination and Remuneration Committee, reconstituted the Nomination and Remuneration Committee with effect from 27th August, 2026 by inducting Mr. Siddharth Parshottam Gajra thereon in place of CA Arpit Tiwari, so that the Committee continues to comprise entirely of Non-Executive Independent Directors in conformity with Section 178 of the Companies Act, 2013 and Regulation 19(1) of the SEBI (LODR) Regulations, 2015. The Nomination and Remuneration Committee, with effect from 27th August, 2026, comprises Mr. Darshil Hemendrakumar Shah (Chairperson), Ms. Drashti Laxmikant Solanki (Member) and Mr. Siddharth Parshottam Gajra (Member). CA Arpit Tiwari was not a member of the Audit Committee or of the Stakeholders Relationship Committee and, accordingly, the composition of those Committees remains unchanged.

As a result of the aforesaid changes, the Board of Directors of the Company continues to comprise six (6) Directors, of whom three are Non-Executive Independent Directors, and one-half of the Board therefore continues to comprise Independent Directors as required by Regulation 17(1)(b) of the SEBI (LODR) Regulations, 2015.

(d) Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs.

Dharmishtha Maheshkumar Chavda (DIN: 06387566), Executive Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends the said re-appointment.

(e) Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and under Regulation 16(1)(b) and Regulation 25 of the SEBI (LODR) Regulations, 2015. The Independent Directors have also confirmed that they have registered their names in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) and have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors during the year.

(f) Disclosure regarding relationships and other matters

The Directors have submitted the requisite disclosures under Section 184(1) (Form MBP-1), the declaration of non-disqualification under Section 164(2) (Form DIR-8), and the declaration of compliance with the Companys Code of Conduct. A certificate of non-disqualification of Directors issued by M/s B. S. Vyas & Associates, Practising Company Secretaries, pursuant to Regulation 34(3) read with Schedule V Para C clause (10)(i) of the SEBI (LODR) Regulations, 2015, is annexed to the Report on Corporate Governance.

None of the Directors of the Company are related to each other within the meaning of Section 2(77) of the Companies Act, 2013, except as under:

Mr. Mahesh Gunvantlal Chavda (Chairman & Managing Director) is the spouse of Mrs. Dharmishtha Maheshkumar Chavda (Executive Director) and the father of Mr. Johil Maheshbhai Chavda (Whole-time Director); Mrs. Dharmishtha Maheshkumar Chavda (Executive Director) is the spouse of Mr. Mahesh Gunvantlal Chavda and the mother of Mr. Johil Maheshbhai Chavda; Mr. Johil Maheshbhai Chavda (Whole-time Director) is the son of Mr. Mahesh Gunvantlal Chavda and Mrs. Dharmishtha Maheshkumar Chavda.

10. Meetings of the Board of Directors

During the financial year 2025-26, Seventeen (17) meetings of the Board of Directors were held. The intervening gap between any two consecutive Board meetings did not exceed 120 days, thereby complying with the provisions of Section 173 of the Companies Act, 2013, Regulation 17(2) of the SEBI (LODR) Regulations, 2015 and the applicable Secretarial Standards. The dates of the Board meetings were: 15th April, 2025; 21st May, 2025; 30th May, 2025; 23rd June, 2025; 30th July, 2025; 30th August, 2025; 22nd September, 2025; 30th September, 2025; 3rd October, 2025; 15th October, 2025; 14th November, 2025; 8th December, 2025; 6th January, 2026; 22nd January, 2026; 28th February, 2026; 2nd March, 2026; and 23rd March, 2026.

The details of attendance of each Director at the Board Meetings held during the year are as under:

Name of Director	Meetings held during tenure	Meetings attended
Mr. Mahesh Gunvantlal Chavda	17	17
Mr. Johil Maheshbhai Chavda	17	17
Mrs. Dharmishtha Maheshkumar Chavda	17	17
Ms. Drashti Laxmikant Solanki	17	17
Mr. Darshil Hemendrakumar Shah	17	17
CA Arpit Tiwari (w.e.f. 23rd March, 2026)	NIL	NIL

11.Committees of the Board

As on 31st March, 2026, the Board had the following Statutory Committees. Detailed particulars such as the composition, terms of reference, number of meetings held and attendance are set out in the Report on Corporate Governance at Annexure F, which forms part of this Report.

Audit Committee

Nomination and Remuneration Committee; and Stakeholders Relationship Committee.

Subsequent to the close of the financial year, the Nomination and Remuneration Committee was reconstituted with effect from 27th August, 2026 consequent upon the resignation of CA Arpit Tiwari and the appointment of Mr. Siddharth Parshottam Gajra as an Additional Director (Non-Executive, Independent), and now comprises Mr. Darshil Hemendrakumar Shah (Chairperson), Ms. Drashti Laxmikant Solanki (Member) and Mr. Siddharth Parshottam Gajra (Member), all being Non-Executive Independent Directors. The composition of the Audit Committee and of the Stakeholders Relationship Committee remains unchanged. The particulars of the said changes are set out under the head "Directors and Key Managerial Personnel" above.

In terms of Section 135(9) of the Companies Act, 2013, where the amount required to be spent on Corporate Social Responsibility does not exceed 50 lakh, the requirement of constituting a CSR Committee is not applicable and the functions of such Committee are discharged by the Board of Directors. Accordingly, the CSR functions were discharged by the Board during the year. The requirement to constitute a Risk Management Committee under Regulation 21 of the SEBI (LODR) Regulations, 2015 is presently not applicable to the Company, the said requirement applying only to the top 1000 listed entities determined on the basis of market capitalisation.

12. Annual Evaluation of the Board, its Committees and Individual Directors

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of the Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of the Board and its Committees and of the Independent Directors. Further, the Independent Directors also reviewed the performance of the Non-Independent Directors and of the Board as a whole and the performance of the Chairman. The evaluation sheets for the evaluation of the Board, the Committees and the Directors / Chairman were circulated to the respective meetings of the Board, the Nomination and Remuneration Committee and the separate meeting of the Independent Directors. A separate meeting of the Independent Directors was held on 23rd March, 2026 to consider the performance evaluation in accordance with Schedule IV of the Companies Act, 2013.

The performance of the Board is evaluated on the basis of the composition of the Board and its Committees, the performance of duties and obligations, governance issues and the like. The performance of the Committees is evaluated on the basis of the adequacy of the terms of reference of the Committee, the fulfilment of key responsibilities and the frequency and effectiveness of meetings. The performance of the individual Directors and of the Chairman was also evaluated in terms of adherence to the Code of Conduct, participation in Board meetings and the implementation of corporate governance practices.

The Independent Directors are evaluated on the basis of their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationships with stakeholders, integrity and maintenance of confidentiality, and independence of behaviour and judgement.

The Board has expressed its satisfaction with the outcome of the aforesaid evaluation process. The performance of the individual Directors, of each of the Committees of the Board, of the Chairman and of the Board as a whole, and the overall functioning of the Board, were found to be satisfactory.

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

The particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)

103 Chavda Infra

Rules, 2014 are annexed to this Report as Annexure A.

14. Particulars of Employees and Related Disclosures

The disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure B. The information required under Rule 5(2) and Rule 5(3) of the said Rules, in respect of employees drawing remuneration in excess of the prescribed limits, is also set out in Annexure B.

15.Subsidiaries, Joint Ventures and Associate Companies

As on 31st March, 2026, the Company did not have any subsidiary, joint venture or associate company. Accordingly, the disclosures relating to such companies, including Form AOC-1, are not applicable.

16. Auditors

(a) Statutory Auditors and their Report

M/s Talati & Talati LLP, Chartered Accountants (Firm Registration No. 110758W/W100377), were re-appointed as the Statutory Auditors of the Company at the 13th Annual General Meeting held on 30th September, 2025, for a second term of five (5) consecutive years, i.e. from FY 2025-26 to FY 2029-30.

The Statutory Auditors have, by their Independent Auditors Report dated 29th May, 2026, expressed an unmodified opinion on the standalone financial statements of the Company for the year ended 31st March, 2026. The said Report does not contain any qualification, reservation, adverse remark or disclaimer. Only the Emphasis of Matter and the Key Audit Matters contained in the said Report are reproduced below.

Emphasis of Matter: The Auditors have, without modifying their opinion, drawn attention to Note 35 to the standalone financial statements relating to the search and seizure operation carried out by the Income-tax Department under Section 132 of the Income-tax Act, 1961 in November, 2024 and to the assessment orders received by the Company in the last week of March, 2026 for seven assessment years (AY 2019-20 to AY 2025-26), whereby additions on account of alleged unaccounted construction receipts aggregating 1,981.53 Lakhs were made and a demand of 1,693.97 Lakhs was raised for AY 2022-23 to AY 2025-26 (no demand having been raised for AY 2019-20 to AY 2021-22). Upon filing the block assessment return under Section 158BC of the said Act, the Company voluntarily paid 222.58 Lakhs, which has been recognised in the Statement of Profit and Loss as a prior year tax adjustment, and has filed an appeal before the appropriate appellate authority against the outstanding demand of 1,471.39 Lakhs. Boards response: The Board confirms the position stated in the said Note. The Company has engaged an independent professional firm to review the assessment orders and to report its findings to the Audit Committee. Based on independent legal advice and the internal assessment of the management, the Board is of the view that the demand is not sustainable and is likely to be decided in favour of the Company at the appellate forums, and accordingly no adjustment is considered necessary in the financial statements. The Emphasis of Matter is a matter of disclosure and does not constitute a qualification.

Key Audit Matters: The Auditors have reported two Key Audit Matters, namely (i) revenue recognition and accounting for construction contracts, having regard to the estimates and judgement involved in the measurement of contract revenue and contract costs on the stage-of-completion basis; and (ii) the change, with effect from 1st January, 2026, in the method of depreciation on Property, Plant and Equipment from the Written Down Value method to the Straight Line Method, consequent whereto the depreciation expense for the year ended 31st March, 2026 is lower and the profit before tax is higher by 363.34 Lakhs, as disclosed in Note 11 to the standalone financial statements. The said change has been made on the basis of a technical assessment of the expected pattern of consumption of the future economic benefits embodied in the assets and has been accounted for prospectively as a change in accounting estimate in accordance with Accounting Standard 5. Key Audit Matters are matters communicated in the auditors report in terms of the Standards on Auditing and do not constitute a modification of the opinion.

Observation in the Annexure to the Auditors Report (CARO 2020): In paragraph (ii)(b) of Annexure A to the Auditors Report, the Auditors have reported that the quarterly returns or statements filed by the Company with banks and financial institutions in respect of working capital limits sanctioned in excess of 5 Crores on the security of current assets were not, for the quarters during the year ended 31st March, 2026, in agreement with the books of account of the Company, and have referred to Note 7.2 of the financial statements. Boards response: The differences arise principally on account of the timing of the compilation of the stock and book debt statements submitted to the lenders vis-a-vis the finalisation and closing of the books of account for the relevant quarters. The reconciliation of the said statements with the books of account has been placed before the Audit Committee, and the Company has strengthened its process so that the periodical statements submitted to the lenders are reconciled with the books of account before submission.

(b) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board.

(c) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s B. S. Vyas & Associates, Practising Company Secretaries, Ahmedabad (Peer Review Certificate No. 6217/2024), to conduct the Secretarial Audit of the Company for FY 2025-26. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure C. The Annual Secretarial Compliance Report for FY 2025-26 issued by them under Regulation 24A(2) of the SEBI (LODR) Regulations, 2015 is annexed to this Report as Annexure G. The observation made by the Secretarial Auditor in the said Report relating to the delay in the submission of the un-audited financial results for the quarter ended 31st December, 2025 under Regulation 33 of the SEBI (LODR) Regulations, 2015, and the fine levied by the National Stock Exchange of India Limited in that behalf, is self-explanatory and the circumstances in which the said delay occurred, together with the remedial measures taken by the Company, are explained under the head "Corporate Governance" below.

The Secretarial Auditor has made a further observation relating to the filing of Form CRA-2 in respect of the appointment of the Cost Auditor in the casual vacancy caused by the death of the earlier Cost Auditor. The observation is self-explanatory. The deviation in the selection of the filing category in Form CRA-2 arose purely from a technical limitation of the MCA portal, and the Company has already placed the complete facts before the Registrar of Companies, Gujarat, by way of its clarification letter dated 15th July, 2026, requesting that the appointment be treated as one made in the casual vacancy. The deviation is technical and procedural in nature and does not affect the validity of the appointment of the Cost Auditor or the conduct of the cost audit for the year under review.

The Secretarial Auditor has further observed that the Cost Audit Report of the Company for the Financial Year 2024-25 has not, as on the date of the Secretarial Audit Report, been filed with the Central Government in Form CRA-4. The observation is self-explanatory. Your Directors state that the filing of Form CRA-4 for the Financial Year 2024-25 is under process and shall be completed at the earliest, and that the Company has strengthened its internal compliance monitoring so as to ensure that such filings are made within the prescribed timelines in future.

Save as aforesaid, the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.Further, Regulation 24A(1A) of the SEBI (LODR) Regulations, 2015, as amended with effect from 1st April, 2025, requires a listed entity to appoint a Secretarial Auditor, being a Peer Reviewed Company Secretary, for a term of five consecutivefinancial years with the approval of the Members at the Annual General Meeting. Accordingly, a resolution for the appointment of M/s B. S. Vyas & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years forms part of the Notice convening the ensuing Annual General Meeting.

(d) Cost Auditor and maintenance of cost records

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are made and maintained by the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, at its meeting held on 30th August, 2025 and on the recommendation of the Audit

Committee, had appointed Mr. Maulik Ashvinkumar Shah, Practising Cost Accountant (Membership No. 41622), of M/s Maulik Shah & Co., Cost Accountants (Firm Registration No. 001118), as the Cost Auditor of the Company for the Financial Year 2025-26 at a remuneration of 85,000/- per annum plus applicable taxes and out-of-pocket expenses. The said remuneration was ratified by the Members at the 13th Annual General Meeting held on 30th September, 2025.

Subsequent to the said Annual General Meeting, the Company learnt, upon receipt of the death certificate and related intimation, that Mr. Maulik Ashvinkumar Shah had unfortunately passed away on 28th September, 2025, thereby resulting in a casual vacancy in the office of the Cost Auditor. Accordingly, the Board of Directors, at its meeting held on 15th October, 2025 and on the recommendation of the Audit Committee, appointed Mr. Mayur Chhaganbhai Undhad, Practising Cost Accountant (Membership No. 37444), of M/s Mayur Chhaganbhai Undhad & Co., Cost Accountants (Firm Registration No. 103961), as the Cost Auditor of the Company under Section 148(3) of the Companies Act, 2013 read with Rule 6(3A) of the Companies (Cost Records and Audit) Rules, 2014, to fill the casual vacancy so caused and to conduct the audit of the cost records of the Company for the Financial Year 2025-26, at a remuneration of 85,000/- per annum plus applicable taxes and out-of-pocket expenses.

Since the appointment of Mr. Mayur Chhaganbhai Undhad in the casual vacancy was made on 15th October, 2025, i.e. after the conclusion of the 13th Annual General Meeting held on 30th September, 2025, the remuneration payable to him for the Financial Year 2025-26 could not be placed before the Members for ratification at that Annual General Meeting. Further, the Audit Committee and the Board of Directors, at their respective meetings held on 5th September, 2026, have appointed Mr. Mayur Chhaganbhai Undhad as the Cost Auditor of the Company for the Financial Year 2026-27 at a remuneration of 85,000/- per annum plus applicable taxes and out-of-pocket expenses. Accordingly, in terms of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Mr. Mayur Chhaganbhai Undhad as Cost Auditor for the Financial Year 2025-26 (for the remaining part of the year, in the casual vacancy) as well as for the Financial Year 2026-27 is being placed before the Members for ratification by way of a single resolution, which forms part of the Notice convening the ensuing 14th Annual General Meeting.

(e) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, the Board appointed M/s S M Kikani and Associates, Chartered Accountants (Firm Registration No. 142207W), as the Internal Auditors of the Company for FY 2025-26.

17. Deposits

The Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and the Rules made thereunder during the year under review, and no amount on account of principal or interest on deposits was outstanding as on 31st March, 2026.

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

The particulars of loans, guarantees and investments, if any, covered under Section 186 of the Companies Act, 2013 are disclosed in the Notes forming part of the Standalone Financial Statements for the year ended 31st March, 2026.

19. Related Party Transactions

All Related Party Transactions entered into during FY 2025-26 were in the ordinary course of business and on an arms length basis. All such transactions were placed before the Audit Committee for approval, and omnibus approvals were obtained where required. There were no materially significant related party transactions during the year that could have had a potential conflict with the interests of the Company at large. The particulars of contracts or arrangements with related parties in Form AOC-2, pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are annexed as Annexure E. The Policy on Related Party Transactions is available on the Companys website at www.chavdainfra.com.

20. Material Orders passed by Regulators / Courts / Tribunals

Save as stated hereunder, no material order was passed by any Regulator, Court or Tribunal during the year under review impacting the going concern status of the Company or its operations in future. The Board confirms that neither of the two matters set out below has any material impact on the financial position, the operations or the going concern status of the Company, and that the requisite disclosures in respect of both matters were made to the National Stock Exchange of India Limited under Regulation 30 of the SEBI (LODR) Regulations, 2015.

(i) Assessment order under the Income-tax Act, 1961: Pursuant to the search and survey operations carried out by the Income-tax Department in November / December, 2024, the Company received in the last week of March, 2026 assessment orders passed by the Office of the Deputy Commissioner of Income Tax, Central Circle 1(4), Ahmedabad, under Section 143(3) read with Section 158BC of the Income-tax Act, 1961, raising an aggregate demand of 1,693.97 Lakhs, of which 222.58 Lakhs was voluntarily paid by the Company. The Company has been advised that the balance demand of 1,471.39 Lakhs is not sustainable and has preferred an appeal before the appropriate appellate authority. The order does not have any material impact on the financial position or the operations of the Company, and the disclosure under Regulation 30 of the SEBI (LODR) Regulations, 2015 was made to the Exchange on 1st April, 2026 (the search having earlier been disclosed on 3rd December, 2024).

(ii) Fine levied by the National Stock Exchange of India Limited: The Exchange, by its notice dated 17th March, 2026 bearing reference No. NSE/LIST-SOP/COMB/FINES/0300, levied a fine of 60,000/- ( 70,800/- inclusive of goods and services tax) upon the Company for a delay of twelve days in the submission of the un-audited financial results for the quarter ended 31st December, 2025 under Regulation 33 of the SEBI (LODR) Regulations, 2015. The fine was remitted in full on 8th April, 2026 and the comments of the Board were communicated to the Exchange on 18th May, 2026. The matter is procedural in nature, does not impact the financial position or the going concern status of the Company, and was disclosed to the Exchange under Regulation 30 of the SEBI (LODR) Regulations, 2015. The circumstances in which the said delay occurred are explained under the head "Corporate Governance" below.

21. Material Changes and Commitments affecting Financial Position

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year, i.e. 31st March, 2026, and the date of this Report. The events which have occurred after the close of the financial year and up to the date of this Report are reported under the heads "Share Capital and Change in Capital Structure" and "Directors and Key Managerial Personnel" above.

22. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that: in the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; they have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; they have prepared the annual accounts on a going concern basis; they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. Adequacy of Internal Financial Controls

The Company has in place an adequate system of internal financial controls commensurate with the size, scale and nature of its operations. The Company has an Audit Committee, headed by an Independent Director, which, inter alia, oversees the Companys financial reporting process and the adequacy of internal controls, and reviews the performance of the statutory and internal auditors together with the management.

24. Corporate Governance

The equity shares of the Company are listed on the SME platform of the National Stock Exchange of India Limited (NSE Emerge). Consequent to the allotment of 80,00,000 equity shares on a preferential basis on 22nd January, 2026, the paid-up equity share capital of the Company increased to 32,65,60,000/-, thereby crossing the threshold of 25 Crores.

Applicability of the Main Board framework: In terms of Regulation 280(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the provisions of the SEBI (LODR) Regulations, 2015 which apply to entities listed on the Main Board became applicable to the Company, for the first time, upon the post-issue paid-up equity share capital of the Company exceeding 25 Crores consequent to the allotment of 80,00,000 equity shares on 22nd January, 2026. Accordingly, with effect from that date, the exemptions available to the Company as an entity listed on the SME platform under Regulation 15(2) of the SEBI (LODR) Regulations, 2015 ceased to be available, and the Company became subject, inter alia, to Regulations 17 to 27 (corporate governance), Regulation 33 (quarterly financial results), Regulation 34(3) read with Schedule V (Report on Corporate Governance), Regulation 24A (secretarial audit and the annual secretarial compliance report) and Regulation 46 (functional website) of the SEBI (LODR) Regulations, 2015. The Company has furnished the requisite undertaking to the National Stock Exchange of India Limited in terms of Regulation 280 of the SEBI (ICDR) Regulations, 2018 for compliance with the provisions of the SEBI (LODR) Regulations, 2015 applicable to entities listed on the Main Board.

Steps taken by the Company: Consequent upon the aforesaid change, the Company has, inter alia:

(i) appointed CA Arpit Tiwari as an Additional Director in the category of Non-Executive Independent Director with effect from 23rd March, 2026, so that one-half of the Board comprised Independent Directors as required by Regulation 17(1)(b), and has since obtained the approval of the Members to his appointment as an Independent Director; CA Arpit Tiwari having resigned with effect from the closing of business hours of 27th August, 2026, the Board on the same date appointed Mr. Siddharth Parshottam Gajra (DIN: 10223234) as an Additional Director (Non-Executive, Independent), so that compliance with Regulation 17(1)(b) has been maintained without interruption; (ii) reconstituted the Nomination and Remuneration Committee with effect from 23rd March, 2026 so as to comprise entirely of Non-Executive Independent Directors in conformity with Regulation 19(1), and further reconstituted the said Committee with effect from 27th August, 2026 upon the aforesaid change in the Board, so that it continues to comprise entirely of Non-Executive Independent Directors; (iii) commenced the quarterly reporting of financial results under Regulation 33 of the SEBI (LODR) Regulations, 2015, and has since submitted the financial results for each quarter within the prescribed timelines, together with the other periodical filings required of an entity to which the Main Board framework applies, including the shareholding pattern under Regulation 31, the corporate governance report under Regulation 27(2) and the investor grievance report under Regulation 13(3); (iv) obtained and submitted to the National Stock Exchange of India Limited the Annual Secretarial Compliance Report for FY 2025-26 issued under Regulation 24A(2) of the SEBI (LODR) Regulations, 2015 by M/s B. S. Vyas & Associates, Practising Company Secretaries, which is annexed to this Report as Annexure G, in addition to the Secretarial Audit Report in Form MR-3 for FY 2025-26 annexed to this Report as Annexure C; (v) prepared and annexed a separate Report on Corporate Governance under Regulation 34(3) read with Schedule V; and (vi) reviewed and strengthened its internal compliance calendar and the supervisory mechanism thereunder.

Regulation 33 delay in respect of the quarter ended 31st December, 2025: The Board reports, in the interest of full and fair disclosure, that the submission of the un-audited financial results for the quarter ended 31st December, 2025 was delayed by twelve days. Upon the allotment of equity shares on 22nd January, 2026, the paid-up capital and the related parameters of the Company underwent a change and the compliance team, while working through the post-allotment compliances, was under the bona fide impression that the timeline for submission of financial results under Regulation 33 would stand reckoned with reference to the immediately succeeding quarter and that the submission window for the quarter ended 31st December, 2025 would stand consolidated therewith. By its letter to the National Stock Exchange of India Limited, the Company had, in these bona fide transitional circumstances, submitted that, being a growing entity then listed on the SME platform and facing the first-time applicability of the Main Board compliance framework with the consequential strengthening of internal financial reporting systems and internal controls and enhanced coordination with the Statutory Auditors additional time was reasonably required to ensure the accurate and fully compliant finalisation of the results, and had accordingly requested that it be permitted to approve the said financial results on or before 28th February, 2026 in place of 14th February, 2026, while assuring the Exchange of its full commitment to compliance and of timely compliance in the subsequent quarters.

The said understanding of the timeline turned out to be erroneous and the Exchange, by its notice dated 17th March, 2026, levied a fine of 60,000/- ( 70,800/- inclusive of goods and services tax). The Board has placed on record that the lapse was procedural in nature and arose purely from an inadvertent misinterpretation of the applicable timelines, that there was no intent on the part of the Company or its management to delay or withhold any disclosure from the Exchange or from investors, and that the underlying financial results were submitted to the Exchange immediately upon the oversight being identified. The fine was remitted in full on 8th April, 2026 and compliance under Regulation 33 stands fully restored. The non-compliance and the action taken by the Exchange were placed before the Board at its meeting held on 18th May, 2026 and the comments of the Board were communicated to the Exchange on the same date. The Company has since independently mapped all statutory timelines under the Listing Regulations, irrespective of any concurrent corporate action, and the Audit Committee now undertakes a periodic review of compliance so that such a lapse is not repeated.

A separate Report on Corporate Governance, prepared in accordance with Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, together with the declaration on compliance with the Code of Conduct, the Certificate of Non-Disqualification of Directors and the Certificate on Corporate Governance issued by the Practising Company Secretaries, is annexed as Annexure F and forms part of this Report.

Business Responsibility and Sustainability Report (BRSR): Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the requirement to furnish a Business Responsibility and Sustainability Report applies only to the top 1000 listed entities by market capitalisation. As the Company is not among the top 1000 listed entities by market capitalisation, the BRSR is not applicable to the Company for the Financial Year 2025-26.

25. Corporate Social Responsibility (CSR)

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has framed a Corporate Social Responsibility Policy, which is available on the Companys website at www.chavdainfra.com. As the amount required to be spent by the Company on Corporate Social Responsibility during the year did not exceed 50 lakh, the requirement of constituting a CSR Committee was not applicable in terms of Section 135(9) of the Companies Act, 2013, and the functions of such Committee were discharged by the Board of Directors. During FY 2025-26, the Company was required to spend 46.83 Lakhs towards CSR activities and has spent the entire amount of 46.83 Lakhs. There was no unspent CSR amount as at 31st March, 2026. The Annual Report on CSR activities, in the format prescribed under the said Rules, is annexed as Annexure D.

26. Prevention of Sexual Harassment of Women at the Workplace

The Company has in place a policy on Prevention of Sexual Harassment at the Workplace and has constituted an Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. During the year under review, no complaint was received under the said Act, and no complaint was pending as on 31st March, 2026.

27. Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to its key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis and are discussed at the meetings of the Audit Committee and the Board of Directors.

28. Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistle Blower Policy in compliance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, for Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The mechanism provides adequate safeguards against victimisation and provides direct access to the Chairperson of the Audit Committee. The Policy is available on the Companys website at www.chavdainfra.com.

29.Proceedings under the Insolvency and Bankruptcy Code, 2016

There are no proceedings, either initiated or pending, against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review that materially impact the business of the Company. There was no instance of a one-time settlement with any Bank or Financial Institution during the year.

30. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 is available on the website of the Company at www.chavdainfra.com.

31.Compliance with Secretarial Standards and Other Confirmations

The Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India; The Company is in compliance with the Maternity Benefit Act, 1961; The Company has complied with the applicable provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. Demat Suspense Account / Unclaimed Suspense Account

There were no shares lying in the demat suspense account or unclaimed suspense account during the year, and accordingly, the disclosure under Schedule V of the SEBI (LODR) Regulations, 2015 in this regard is not applicable.

33.Acknowledgement

Your Directors place on record their sincere appreciation for the continued support and co-operation extended by the shareholders, customers, suppliers, bankers, financial institutions, business associates and regulatory authorities. Your Directors also place on record their deep appreciation for the dedication and contribution of the employees at all levels, which has been vital to the Companys growth.