Dear Members,
Your Directors are pleased to present the 21st Annual Report of CMM Infraprojects Limited (the Company) together with the Audited Financial Statements for the financial year ended March 31, 2026.
Pursuant to the order dated November 11, 2024, passed by the Honble NCLT, Indore Bench, approving the Resolution Plan submitted jointly by M/s. Effulgence Trading and Services Private Limited and Shree Naivedya Fincom Private Limited (Successful Resolution Applicant) under Section 31 of the IBC, the Board of Directors and its Committees were reconstituted with effect from December 6, 2024, restoring management control of the Company.
The Company and the Successful Resolution Applicants have fully paid off and settled all financial liabilities and stakeholder distributions in accordance with the sanctioned Resolution Plan.
The sole outstanding step is the capital restructuring, comprising the issuance and allotment of equity shares to the Successful Resolution Applicant and its nominees. The Company is in an advanced stage of obtaining the necessary in-principle approval from the National Stock Exchange of India Limited (NSE) in terms of SEBI (LODR) Regulations, 2015, following which share allotment, corporate actions, and resumption of trading will be finalized.
During the year under review, significant progress was made towards implementing the approved Resolution Plan:
In-Principle Approval Application: The new management approached the National Stock Exchange of India Limited (NSE) for in-principle approval to give effect to the capital restructuring, comprising:
(a) Extinguishment of equity shares held by the erstwhile Promoters; (b) Capital reduction and restructuring of public shareholding; and (c) Fresh issuance of equity shares to the Successful Resolution Applicant.
Trading Suspension & Discrepancy Rectification: NSE suspended trading in the Companys equity shares and fixed April 24, 2025, as the record date. During verification, a data variance was noted between the public shareholding figures mentioned in the original NCLT order and the actual shareholding on the cut-off date.
Clarification Order by NCLT: The Company filed IA No. 522(MP)/2025 under Section 60(5) of the IBC read with Rule 11 of the NCLT Rules, 2016. The Honble NCLT, Indore Bench, vide order dated June 18, 2026, permitted the application of the approved conversion ratio (0.016 equity shares for every 1 equity share held) to the actual public shareholding base of 1,55,10,000 equity shares, resulting in 2,48,160 equity shares for public shareholders. The Honble NCLT clarified that this adjustment does not alter the commercial terms of the Resolution Plan and extended the implementation window up to September 18, 2026.
Present Status: The Company is actively pursuing final in-principle and listing approvals with the NSE to complete corporate actions, share allotments, and trading resumption.
The summarised financial results for the year are as under:
| Particulars | F.Y. 2025-26 | F.Y. 2024-25 |
| Revenue from Operations | 4,150.70 | 4,609.68 |
| Other Income | 180.82 | 120.32 |
| Total Revenue | 4,331.52 | 4,730.00 |
| Total Expenses | 6,329.92 | 4,695.26 |
| Exceptional Item (Income)/loss | (2,125.82) | - |
| Profit/(Loss) before interest, depreciation, amortisation and taxes (EBITDA) | (133.47) | 123.01 |
| Depreciation and Amortisation | 2.69 | 73.45 |
| Financial Cost | 3.36 | 14.82 |
| Profit/(Loss) before Tax (PBT) | 127.42 | 34.74 |
| Less Tax: (a) Current Tax | 0.00 | 0.00 |
| (b) Deferred Tax | (902.41) | 4.18 |
| Net Profit/(Loss) after tax for the period | 1,029.83 | 30.56 |
| Basic & Diluted EPS per equity share of face value Rs. 10 each (in Rs.) | 6.57 | 0.19 |
(Rs. in lacs, unless otherwise stated)
During the financial year 2025-26, the Company recorded total revenue of Rs. 4331.52 lacs as compared to Rs. 4,730.00 Lacs in the previous year. The Net Profit before Tax for the year under review has amounted to Rs. 127.42 lacs as compared to previous year profit of Rs. 34.74 Lacs, the exceptional Items (Income) is (2,125.82) this year, and Net profit after tax for the year is Rs. 1029.83 lacs as compared to previous year profit of Rs. 30.56 lacs. As operational control has been fully restored under the reconstituted Board, the Company is actively re-establishing its EPC execution footprint in the infrastructure sector.
Pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return will be made available on the website of the Company at the following link: http://www.cmminfra.co.in .
No Dividend has been recommended for the financial year ended March 31, 2026.
In terms of the provisions of Section 134(3)(p) and Schedule IV of the Companies Act, 2013 [and relevant provisions of SEBI (LODR) Regulations, 2015, to the extent voluntarily complied with as an NSE SME-listed entity], the Board evaluated its own performance, its Committees, and individual Directors for FY 2025-26 representing the first full year of operations post-reconstitution.
The evaluation criteria covered Board composition, operational control, governance standards, adherence to post-CIRP statutory compliance, and implementation oversight of the Resolution Plan. The Independent Directors held a separate meeting on March 09, 2026, to review the performance of Non-Independent Directors and the Chairperson. The Board expressed overall satisfaction with the evaluation outcome.
The Management Discussion and Analysis Report forms an integral part of this Report and is annexed herewith as Annexure I. It gives details of the overall industry structure, developments, performance and state of affairs of the Companys business, internal controls and their adequacy, risk management systems and other material developments during the financial year, including the status of implementation of the Resolution Plan as set out above.
Except for the sanction of IA No. 522(MP)/2025 by the Honble NCLT vide order dated June 18, 2026 (clarifying share restructuring and extending plan implementation up to 3 months) as detailed in Section 1 of this Report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year (March 31, 2026) and the date of this Report.
The paid-up equity share capital of the Company as on March 31, 2026, stood at 15,67,32,600 (comprising 1,56,73,260 equity shares of ?10/- each) in the statutory records.
Pursuant to the approved Resolution Plan read with the Honble NCLT order dated June 18, 2026 (in IA No. 522(MP)/2025), the capital restructuring entails:
(a) Extinguishment and cancellation of 1,63,260 equity shares held by the erstwhile Promoters;
(b) Capital reduction and restructuring of public shareholding from 1,55,10,000 equity shares to 2,48,160 equity shares (based on the conversion ratio of 0.016 equity shares for every 1 equity share held); and
(c) Issuance and allotment of fresh equity shares to the Successful Resolution Applicant and its nominees.
The corresponding corporate actions to give effect to the share capital reduction and fresh issuance are currently in process and pending final update/execution in the records of the Depositories (NSDL/CDSL), the Registrar of Companies (ROC), and the Stock Exchange (NSE), pending receipt of requisite regulatory and listing approvals.
Save as required for implementation of the sanctioned Resolution Plan, the Company has not issued any shares by way of public issue, rights issue, preferential allotment, or sweat equity, nor has it issued any convertible debentures during the financial year under review.
During the financial year 2025-26, there has been no change in the nature of business of the Company. The Company has continued to operate in its existing line of business while implementing the approved Resolution Plan.
A. Conservation of Energy
The Company continues to take necessary measures to ensure optimum utilisation of energy in its operations. The Board affirms that, although the Companys operations are not energy-intensive, adequate steps continue to be taken to minimise energy usage wherever possible.
B. Technology Absorption
The Company did not import any technology during the year under review. Efforts continue to be made towards improving processes and operational efficiency, wherever feasible.
C. Foreign Exchange Earnings and Outgo
During the financial year 2025-26, the Company did not have any foreign exchange earnings or outgo.
(a) Governance Framework:
The Companys equity shares are listed on the SME Platform of the National Stock Exchange of India Limited. In terms of Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the corporate governance provisions specified under Regulations 17 to 27 are not mandatorily applicable to SME-listed companies. However, the Company adheres to robust governance practices as mandated under the Companies Act, 2013 and applicable Secretarial Standards.
(b) Related Party Transactions:
All contracts and arrangements entered into with related parties during FY 2025-26 were in the ordinary course of business and on an arms length basis, complying with Section 188 of the Companies Act, 2013. There were no material related party transactions during the year.
(c) Directors & Key Managerial Personnel
There was no change in the composition of the Board of Directors during the financial year 2025-26. The Board of Directors as on March 31, 2026 comprised the following:
| Name of Director | Position |
| Mr. Tanay Maheshwari | Whole-time Director |
| Ms. Yashaswi Jharbade | Independent Director |
| Mr. Deoki Nandan Muchhal | Independent Director |
| Mrs. Shobha Lohia | Non-Executive Director |
| Mr. Gouri Shankar Lohia | Executive Director |
Further, Mrs. Monika Budhani resigned as the Company Secretary and Compliance Officer of the Company with effect from April 01, 2025, and Ms. Durga Goyal was appointed as the Company Secretary and Compliance Officer of the Company with effect from April 12, 2025.
(e) Number of Board Meetings
During the financial year 2025-26, the Board of Directors met five (5) times, on the following dates: April 12, 2025; June 05, 2025; September 05, 2025; November 14, 2025; and March 09, 2026. The maximum gap between any two consecutive meetings did not exceed 120 days, as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
(f) Secretarial Standards
The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
(g) Committees of the Board
During the financial year 2025-26, the Audit Committee met three (3) times, on June 05, 2025, September 05, 2025 and November 14, 2025 (in line with the half-yearly reporting framework applicable to SME entities). The Nomination and Remuneration Committee met once, on April 12, 2025, and the Stakeholders Relationship Committee met once, on March 09, 2026. The Company has complied with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 regarding the constitution and functioning of these Committees.
The composition of the Committees as on March 31, 2026 was as follows:
Audit Committee
| Name | Position |
| Ms. Yashaswi Jharbade | Chairman (Independent Director) |
| Mr. Tanay Maheshwari | Member (Whole Time Director) |
| Mr. Deoki Nandan Muchhal | Member (Independent Director) |
Nomination and Remuneration Committee
| Name | Position |
| Ms. Yashaswi Jharbade | Chairman (Independent Director) |
| Mrs. Shobha Lohia | Member (Non-executive Director) |
| Mr. Deoki Nandan Muchhal | Member (Independent Director) |
Stakeholders Relationship Committee
| Name | Position |
| Ms. Yashaswi Jharbade | Chairman (Independent Director) |
| Mr. Tanay Maheshwari | Member (Whole Time Director) |
| Mr. Deoki Nandan Muchhal | Member (Independent Director) |
(h) Independent Directors and their Meeting
Pursuant to Schedule IV of the Companies Act, 2013 read with Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors are required to meet at least once in a financial year, without the attendance of Non-Independent Directors and members of the Management.
The Independent Directors met on March 09, 2026, without the attendance of Non-Independent Directors and members of the Management. At the said meeting, the Independent Directors reviewed the performance of the Non-Independent Directors and the Board as a whole, and the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors. The Independent Directors also assessed the quality, quantity, and timeliness of the flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
(i) Contracts and Arrangements with Related Parties
During the financial year 2025-26, the Company did not enter into any related party transactions that qualified as material transactions under Regulation 23 of the SEBI (LODR) Regulations, 2015 and Section 188 of the Companies Act, 2013.
The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by Members at the Registered Office of the Company during business hours on working days. Any Member interested in obtaining a copy thereof may write to the Company Secretary.
The Company has an adequate system of internal controls to ensure that all assets are safeguarded and are used productively. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorised, correctly recorded and properly reported. The Internal Auditors of the Company conduct audits of various departments to ensure that internal controls are in place.
The Nomination and Remuneration Policy of the Company is framed to ensure fair, transparent and competitive remuneration to Directors, Key Managerial Personnel and employees, so as to attract and retain talent and align individual performance with the long-term goals of the Company.
The Company has in place a Whistle Blower/Vigil Mechanism through which Stakeholders, Directors and Employees may report genuine concerns regarding unethical behaviour or actual/suspected fraud or violation of the Companys Code of Business Conduct and Ethics. The policy provides for adequate safeguards against victimisation and direct access to the Audit Committee. Concerns may be reported at cmm.secretarial@gmail.com. During the year, no complaint was received under the policy.
The Company has framed a Risk Management Policy to identify and assess key business risk areas and the process for their mitigation. The Board periodically reviews risks, including risks arising from the ongoing implementation of the Resolution Plan, and suggests steps for their mitigation through a defined framework.
Save and except the order dated November 11, 2024 (approving the Resolution Plan) and the subsequent clarificatory/extension order dated June 18, 2026, passed by the Honble NCLT, Indore Bench, no significant or material orders were passed by any Regulators, Courts, or Tribunals impacting the going concern status and future operations of the Company.
Pursuant to Section 31 of the Insolvency and Bankruptcy Code, 2016, all claims, liabilities, penalties, and litigations pertaining to the period prior to the CIRP commencement date stand settled and permanently extinguished in terms of the approved Resolution Plan.
With respect to pre-CIRP legacy matters, National Highways & Infrastructure Development Corporation Limited (NHIDCL) had initiated proceedings asserting a claim of ?911.35 lakhs, which is presently pending before the Honble High Court of Manipur. In response, the Company has filed its counter-claims for the recovery of security deposits, performance amounts, and other legitimate dues withheld by NHIDCL. The management affirms that in terms of Section 31 of the IBC and the approved Resolution Plan, any pre-CIRP monetary liability or claim by NHIDCL against the Company stands legally extinguished, while the Company continues to vigorously pursue the recovery of its counter-claims before the Honble High Court.
The Honble National Company Law Tribunal (NCLT), by its order dated December 15, 2022, admitted the Company into Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016. Subsequently, the Resolution Plan has been approved, and all pending litigations prior to CIRP now stand extinguished.
Further, as disclosed in the audited financial statements, the following litigation matters were pending prior to the initiation of CIRP:
| Particulars | Amount (\u20b9 in lakhs) | Reason for Litigation Claim |
| CMM Infraprojects Limited Vs. NHIDCL | 911.35 | Recovery claim raised by NHIDCL pursuant to termination of an EPC contract. The claim is disputed by the company and is under judicial consideration. |
The Company does not have any Holding or Subsidiary Company. The Company has not entered into any Joint Venture arrangement with any person, nor does it have any Associate Company as defined under Section 2(6) of the Companies Act, 2013, during the year.
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:
a. in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with the requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a going concern basis;
e. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE). Trading in the Companys equity shares remains suspended pending in-principle approval from the NSE for implementation of the Resolution Plan, as set out in Section 1 above. The Company continues to pursue the requisite regulatory approvals for revocation of the suspension and resumption of trading.
M/s. S P A R K & Associates, Chartered Accountants LLP (ICAI FRN: 005313C/C400311) were reappointed as the Statutory Auditors of the Company in the 10th meeting of the Committee of Creditors held on September 11, 2023, on the same terms and conditions as their previous appointment, to hold office from FY 2023-24 till the conclusion of FY 2027-28.
| Matter | Auditors Qualifications | Management Reply/Explanation |
| Capital Restructuring and Share Reduction under Resolution Plan | The Company could not cancel Equity shares held by Promoters and reduce equity share capital of the public shareholders because of difference in Promoter and Public shareholding as per Honble NCLT order and Actual shareholding as on Date of Honorable NCLT Order (i.e. November 11, 2024). The Company has applied to Honble NCLT for rectification in the Order. Since the Honble NCLT has reserved the order but the order is awaited, we are unable to determine the quantum of Cancellation and Reduction in Equity share capital. | Post-Balance Sheet Event & Resolution of Qualification: 1. The qualification arose solely on account of a procedural clarification pending before the Adjudicating Authority to synchronize depository records with the NCLT approval order. 2. Subsequent to the close of the financial year, the Honble NCLT, Indore Bench, vide order dated June 18, 2026 (in IA No. 522(MP)/2025), allowed the Companys application and permitted the application of the approved conversion ratio of 0.016 to the actual public shareholding base of 1,55,10,000 equity shares (resulting in 2,48,160 equity shares for public shareholders), while extending the implementation window up to September 18, 2026. 3. This qualification is purely procedural and implementation-centric in nature, with no adverse impact on the operational Profit & Loss, cash flows, or going-concern status of the Company. 4. The Company is actively pursuing final in-principle approval from the Stock Exchange (NSE) to execute the capital reduction and share allotment in the records of the Depositories (NSDL/CDSL) and the Registrar of |
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Dipika Kataria, Practicing Company Secretary (Membership No. 8078, C.P. No. 9526), who holds a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI), to undertake the Secretarial Audit of the Company. She has been appointed as the Secretarial Auditor of the Company for a term of five (5) years, from FY 2025-26 to FY 2029-30, at the 20th Annual General Meeting.
The Report of the Secretarial Audit for the year 2025-26 in the Form MR-3 is annexed herewith as Annexure II. There is no qualification, reservation or adverse remark or in Secretarial Audit Report.
In compliance with the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. APT & Co. LLP, Chartered Accountants (FRN: 014621C/N50008) as the Internal Auditors of the Company for the financial year 2025-26.
The appointment was made by the Board of Directors at its meeting held on March 22, 2025, following approval of the Resolution Plan and restoration of the management of the Company.
In compliance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Company has framed a Policy on Related Party Transactions. All such transactions are placed before the Audit Committee for review and approval. During the financial year, the Company did not enter into any material related party transactions as defined under Section 188 of the Companies Act, 2013 and applicable SEBI regulations.
The Company has not issued any shares with differential voting rights pursuant to Rule 4 of the Companies (Share Capital and Debentures) Rules, 2014.
During the year under review, the Company has not issued any sweat equity shares to its employees pursuant to Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.
The Company does not have any Employee Stock Option Scheme for its employees.
a. Particulars of Loans, Guarantees or Investments
The particular of loans, guarantees and investments made by the Company, as required under Section 186 of the Companies Act, 2013, are provided in the Notes to the Financial Statements forming part of this Annual Report.
b. Details of Fixed Deposits
During the year under review, the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
c. Prevention of Sexual Harassment at Workplace
The Company has a Policy for Prevention of Sexual Harassment at the Workplace in line with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints were received under this policy.
d. Business Responsibility Report
Business Responsibility and Sustainability Reporting (BRSR) under Regulation 34(2)(f) of SEBI LODR is not applicable as the Company is listed on the SME platform.
e. Health and Safety
Health and safety issues continue to be addressed systematically and proactively, including periodic health check-ups and safety training for employees.
f. Maintenance of Cost Records:
The provisions relating to the maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, are applicable to the Companys infrastructure operations, and accordingly, such accounts and records are duly made and maintained.
g. Details of Applications/Proceedings under IBC:
Save and except the implementation of the Resolution Plan approved by the Honble NCLT, Indore Bench vide order dated November 11, 2024, and the consequential clarificatory application (IA No. 522(MP)/2025) allowed on June 18, 2026, no new applications were admitted or proceedings initiated against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
h. One-Time Settlement (OTS) with Banks/FIs
During the year under review, the Company did not enter into any One-Time Settlement (OTS) with Banks or Financial Institutions outside the purview of the NCLT-sanctioned Resolution Plan.
i. Reporting of Frauds by Auditors
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor reported any instances of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
Your Directors place on record their sincere appreciation for the continued support, cooperation and confidence reposed by the Members, Bankers, Creditors, Government Authorities, the NCLT, NSE, Auditors and other stakeholders during a period of significant transition for the Company, and look forward to their continued support in the implementation of the Resolution Plan and in the Companys future growth.
For and on behalf of the Board of Director CMM Infraprojects Limited
Place: Indore Date: 04/09/2026
Tanay Maheshwari Director DIN-10851260
Sobha Lohia Director DIN:10850211
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