Desco Infratech Ltd Directors Report

To,

The Members,

Desco Infratech Limited

Your directors have pleasure in presenting their Fifteenth Annual Report on the business and operations of the Company together with Audited Financial Statements for the Financial Year ended 31 st March, 2026.

1. FINANCIAL HIGHLIGHTS- AT A GLANCE

	Consolidated		Standalone
	2025-26	2024-25	2025-26	2024-25
Particulars	Amount (In Lacs)	Amount (In Lacs)	Amount (In Lacs)	Amount (In Lacs)
Revenue from Operations	11,861.26	5,944.71	11,861.26	5,944.71
Other Income	17.59	16.37	18.59	16.37
Profit/(Loss) before Depreciation, Tax and Extraordinary Items	2,218.17	1,231.45	2,221.70	1,231.45
Less: Depreciation	31.55	21.61	31.55	21.61
Profit/(Loss) before tax and Exceptional Item	2,186.62	1,209.84	2,190.15	1,209.84
Less/(Add): Exceptional Item	0.00	0.00	0.00	0.00
Profit/(Loss) before tax and Extraordinary Items	2,186.62	1,209.84	2,190.15	1,209.84
Less: Extraordinary Items	0.00	0.00	0.00	0.00
Profit before prior period and tax	2,186.62	1,209.84	2,190.15	1,209.84
Less: Prior Period	0.42	0.54	0.42	0.54
Profit/(Loss) before tax	2,186.20	1,209.30	2,189.73	1,209.30
Less/(Add): Provision for Income Tax	549.91	306.31	549.91	306.31
Less/(Add): Deferred tax Liability/(Assets)	1.62	(2.72)	1.71	(2.72)
Profit/(Loss) after tax	1,634.67	905.71	1,638.12	905.71
Add: Balance B/F from the previous year	1,742.27	836.56	1,742.27	836.56
Add/Less: Adjustments	0.00	0.00	0.00	0.00
Balance Profit/ (Loss) C/F to the next year	3,376.94	1,742.27	3,380.39	1,742.27

Overall Performance of your Company

Standalone Performance

During the year under review, the Company has recorded revenue from operations of 11,861.26 Lacs as against 5,944.71 Lacs in the previous year. The Company has earned a net profit of 1,638.12 Lacs during the year as compared to a net profit of 905.71 Lacs in the previous year. The CGD segment continued to remain the key growth driver with Revenue of 8,324.04 Lacs and PAT of 1,284.24 Lacs, delivering a strong PAT Margin of 15.42%. The Power and Renewable EPC segment also demonstrated stable performance with Revenue of 3,537.22 Lacs and PAT of 353.88 Lacs., delivering PAT margin of 10.01%.

Consolidated Performance

During the year under review, the consolidated revenue from operations of the Company increased to 11,861.26 Lacs, compared to 5,944.71 Lacs in the previous year, registering a growth of 99.52%.

The consolidated net profit after tax increased to 1,634.67 Lacs compared to 905.71 Lacs in the previous year, representing a growth of 80.48%. The consolidated Earnings per share stood at 21.30 on face value of 10/- each.

2. DIVIDEND

The Company is in the growth phase and expanding business activities. Thus, to fund the expansion projects, acquisition and to augment working capital requirements, your directors do not recommend any dividend for the financial year ended March 31, 2026.

3. TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves during the year under review for the financial year ending on March 31, 2026.

4. SHARE CAPITAL

Change in Authorised Share Capital:

During the year under review, there is no change in the share capital of the Company. The authorized share capital of the Company stands at 9,00,00,000/- (Rupees Nine Crores only) divided into 90,00,000 (Ninety Lacs) Equity Shares of 10/- (Rupees Ten only) each. The issued, subscribed and paid-up share capital of the Company stands at 7,67,60,080/- (Rupees Seven Crores Sixty-Seven Lacs Sixty Thousand Eighty only) divided into 76,76,008 (Seventy Six Lacs Seventy-Six Thousand Eight only) equity shares of 10/- (Rupees Ten only) each.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company, if any.

6. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

As on March 31, 2026, your Company has three subsidiaries viz. Desco Bio Green Private Limited, Shri Green Agro Energies Private Limited, Desco Global FZ-LLC.

The Company has not entered into any joint venture agreement during the year under review and doeSr. No.t have any joint venture as on March 31, 2026.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the statement containing the salient features of the financial statements of the subsidiary in the prescribed Form AOC-1 forms part of the Consolidated Financial Statements and is annexed thereto as Annexure - A . The audited financial statements (both Standalone and Consolidated) together with the Auditors Report form part of this Annual Report and separate financial statements of the subsidiary Company are available on the website of the Company at www.descoinfra. co.in.

7. MANAGEMENT DISCUSSION and ANALYSIS REPORT

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

8. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of the Company affirms that the Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India relating to meetings of Board of Directors and its Committees and meetings of Shareholders of the Company .

9.MAINTENANCE OF COST RECORD

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company for the period under review.

10. DIRE CTORS AND KEY MANAGERIAL PERSONNEL Composition of Board and Key Managerial Personnel: Board Composition:

Mr. Pankaj Pruthu Desai	Managing Director
Mr. Malhar Pankaj Desai	Whole-Time Director
Mr. Samarth Pankaj Desai	Director
Mr. Amulya Kumar Jena	Director
Mr. Kaushal Manishkumar Rangoonwala	Independent Director
Mr. Mahendra Sabarsinh Gusain*	Independent Director
Mr. Yash Gurnani**	Independent Director
Mr. Shailesh Kalidas Naik***	Additional Independent Director
Mr. Anand Jayaramakrishnan	Independent Director
Mrs. Anita Digbijay Paul	Independent Director

* Resigned on 05-09-2025 and ceased as a member of Nomination and Remuneration Committee and Stakeholders Relationship Committee.

** Appointed on 05-09-2025 and resigned on 01-07-2026 and ceased as a member of Nomination and Remuneration Committee and Stakeholders Relationship Committee.

*** Appointed on 01-07-2026.

Whole-Time Key Managerial Personnel in terms of Section 203 of the Act:

* Mr. Rushabh Atulbhai Mashkaria- Chief Financial Officer * CS Tripti Gaggar - Company Secretary

Change in Directors /Key Managerial Personnel During the Year:

During the period under report, the following changes took place in the composition of Directors and KMP of the Company:

* Mr. Mahendra Sabarsinh Gusain has resigned from the position of Independent Director on 05-09-2025.

* Ms. Prinkle Jain has resigned from the position of Chief Financial Officer on 16-06-2025.

* Ms. Javanika Gandharva has resigned from the position of Company Secretary on 03-04-2025.

* Ms. Muskan Omprakash Khandal has been appointed as a Company Secretary w.e.f. 09-04-2025.

* Mr. Rushabh Atulbhai Mashkaria has been appointed as Chief Financial Officer w.e.f. 16-06-2025.

* Mr. Yash Gurnani has been appointed as an Independent Director of the Company w.e.f. 05-09-2025.

Directors retire by rotation

As per the provisions of the Act, Mr. Pankaj Pruthu Desai (DIN: 03344685), Managing Director of the Company, retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment at the Annual General Meeting of the Members of the Company.

Declaration by the Independent Directors

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors has taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

COMMITTEES OF BOARD:

There are four Committees constituted as per Companies Act, 2013, which are as follows;

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee.

A. Audit Committee

The Audit Committee confirms to the requirements of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 in all respects concerning its constitution, meetings, functioning, role and powers, mandatory review of required information, approved related party transaction and accounting treatment for major items. It also fulfils the requirements as set out in the Companies Act, 2013.

Composition of Audit Committee is as below:

a) Mr. Kaushal Manishkumar Rangoonwala	- Independent Director (Chairman)
b) Mr. Anand Jayaramakrishnan	- Independent Director (Member)
c) Mr. Malhar Pankaj Desai	- Whole-Time Director (Member)

Terms of Reference:

The terms of reference of Audit Committee include overseeing the Companys financial reporting process and disclosure of financial information, reviewing with the management, the quarterly and annual financial statements before submission to the Board for approval; reviewing with the management, the performance of Statutory and Internal Auditors and adequacy of internal control systems and all other roles specified under Regulation 18 of Listing regulations and as per Section 177 of the Companies Act, 2013 read with rules framed thereunder.

B. Nomination and Remuneration Committee:

The nomination and remuneration policy is being formulated in compliance with section 178 of the Companies Act, 2013 and rules made thereunder and Regulations of SEBI (Listing Obligation and Disclosure Requirements) regulations 2015. The Nomination and Remuneration Committee confirms to extent SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 in all respects concerning its constitution, meetings, functioning, role and powers. It also fulfils the requirements as set out in the Companies Act, 2013. The Committee has been re-constituted by a meeting of the Board of Directors held on July 01, 2026.

Composition of Nomination and Remuneration Committee is as below:

a) Mr. Kaushal Manishkumar Rangoonwala	- Independent Director (Chairman)
b) Mr. Shailesh Kalidas Naik	- Independent Director (Member)
c) Mrs. Anita Digbijay Paul	- Independent Director (Member)

Term of Reference:

Determine/ recommend the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board and Identify candidates who are qualified to become Directors and who may be appointed in the Committee and recommend to the Board their appointment and removal; Review and determine all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonuses, stock options, pension etc; Review and determine fixed component and performance linked incentives for Directors, along with the performance criteria; Determine policy on service contracts, notice period, severance fees for Directors and Senior Management; Formulate criteria and carry out evaluation of each Directors performance and performance of the Board as a whole; Structure and design a suitable retention Policy for board and senior management team.

C. Stakeholders Relationship Committee:

Pursuant to Provisions of Companies Act, 2013 and rules made thereunder and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015; Company Constituted Stakeholders Relationship Committee and Decided Role of said Committee. The Committee has been re-constituted by a meeting of the Board of Directors held on July 01, 2026.

Composition of Stakeholders Relationship Committee is as below:

a) Mr. Shailesh Kalidas Naik	- Independent Director (Chairman)
b) Mr. Samarth Pankaj Desai	- Director (Member)
c) Mr. Pankaj Pruthu Desai	- Managing Director (Member)

Terms of Reference:

The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors grievances. The Committee specifically looks into redressing shareholders/ investors complaints/ grievances pertaining to share transfers, non-receipt of annual reports, non-receipt of dividend and other allied complaints. This Committee delegated most of its functions to Registrar and Transfer Agents i.e. Bigshare Services Private Limited and has periodic interaction with the representatives of the Registrar and Transfer Agent of the Company. The Committee performs the following functions: -

Noting Transfer/Transmission of shares.

Review of Dematerialization/ Rematerialization of shares. Issue of new and duplicate share certificates.

Registration of Power of Attorneys, Probate, Letters of Transmission or similar other documents.

Monitor expeditious redressal of investor grievance matters received from Stock Exchange(s), SEBI, ROC, etc.; Monitors redressal of queries/complaints received from members relating to transfers, non-receipt of Annual Report, dividend, etc.

All other matters related to shares.

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility policy is being formulated in compliance with section 135 of the Companies Act, 2013 and rules made thereunder and Regulations of SEBI (Listing Obligation and Disclosure Requirements) regulations 2015. The Corporate Social Responsibility Committee confirms to extent SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 in all respects concerning its constitution, meetings, functioning, role and powers. It also fulfils the requirements as set out in the Companies Act, 2013. The constitution of said Committee was approved by a meeting of the Board of Directors held on June 16, 2025.

Composition of Corporate Social Responsibility Committee is as below:

a) Mr. Malhar Pankaj Desai	- Whole-Time Director (Chairman)
b) Mr. Kaushal Manishkumar Rangoonwala	- Independent Director (Member)
c) Mr. Samarth Pankaj Desai	- Executive Director (Member)

Term of Reference:

Formulate and recommend to the Board the CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013.

Review and recommend the amount of expenditure to be incurred on the CSR activities to be undertaken by the Company.

Approve to undertake CSR activities and report the same in accordance with the CSR Rules. Monitor the CSR policy and its activities of the Company from time to time.

Have full access to the information contained in the Companys records and to seek information from any employee, as also to obtain such legal and professional advice as it may consider necessary.

Any other matter as the CSR Committee may deem appropriate after the approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

11. VI GIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Companys website www.descoinfra.co.in.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the directors of the Company confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended on 31 st March, 2026 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2026 and of the profit and loss account of the Company for that period.

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The directors have prepared the Annual accounts on a going concern basis and

(e) The directors have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively; and

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

13. MEETINGS

Board Meetings:

The Board of Directors of the Company met 18 times during the financial year 2025-26:

Sr. No. Date of Meeting	No. of Directors on Board	No. of Directors Present	Attendance %
1 02-04-2025	8	8	100%
2 04-04-2025	8	8	100%
3 05-04-2025	8	8	100%
4 09-04-2025	8	8	100%
5 09-05-2025	8	8	100%
6 16-06-2025	8	8	100%
7 16-07-2025	8	8	100%
8 18-08-2025	8	8	100%
9 05-09-2025	8	7	87.5%
10 27-10-2025	8	8	100%
11 03-11-2025	8	8	100%
12 17-11-2025	8	8	100%
13 10-12-2025	8	8	100%
14 16-12-2025	8	8	100%
15 08-01-2026	8	8	100%
16 17-01-2026	8	8	100%
17 16-02-2026	8	8	100%
18 27-03-2026	8	8	100%

The maximum gap between the two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

Committee Meeting

A. Audit Committee

During the financial year, the Audit Committee of the Company met 05 times during the FY 2025-26

Sr. No. Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1 09-05-2025	3	3	100%
2 14-06-2025	3	3	100%
3 04-09-2025	3	3	100%
4 03-11-2025	3	3	100%
5 17-02-2026	3	3	100%

B. Nomination and Remuneration Committee:

During the financial year, the Nomination and Remuneration Committee of the Company met 04 times during the FY 2025-26:

Sr. No. Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1 09-04-2025	3	3	100%
2 16-06-2025	3	3	100%
3 05-09-2025	3	3	100%
4 03-11-2025	3	3	100%

C. Stakeholders Relationship Committee:

During the financial year, the Stakeholders Relationship Committee of the Company met 1 time during the FY 2025-26.

Sr. No. Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1. 20-01-2026	3	3	100%

C. Corporate Social Responsibility Committee:

During the financial year, the Corporate Social Responsibility Committee of the Company met 2 times during the FY 2025-26.

Sr. No. Date of Meeting	No. of Members on Committee	No. of Members Present	Attendance %
1. 24-06-2025	3	3	100%
2. 09-02-2026	3	3	100%

14. EXTRACT OF ANNUAL RETURN

In compliance of Section 92 and Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company for the FY 2025-26 is available on the Companys website and can be accessed at www.descoinfra.co.in.

15. STATUTORY AUDITOR and SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS STATUTORY AUDITOR:

During the year under review, pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. K A Sanghavi and Co. LLP, (FRN: 0120846W/W100289) , were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the Thirteen (13th) AGM held on September 23, 2024, until the conclusion of Eighteen (18th) AGM of the Company to be held in the calendar year 2029. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

M/s. K A Sanghavi and Co. LLP , have submitted their Report on the Financial Statements of the Company for the FY 2025-26, which forms part of the Annual Report 2025-26. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.

Qualification(s) and Directors comments on the report of Statutory Auditor:

The observations contained in the Statutory Auditors Report are self-explanatory and, accordingly, do not require any further explanation. The Auditors Report contains certain observations relating to limitations in the audit trail, differences identified in the reconciliation of stock statements, and delays in the payment of certain statutory dues.

The Board of Directors has taken note of the aforesaid observations and is committed to strengthening the relevant internal processes, controls and compliance mechanisms to address such matters and ensure timely compliance and accurate reconciliation in the future.

SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company had appointed M/s. M.D. Baid and Associates, Practicing Company Secretaries, Surat (Mem No. A3598, PCS No. 3873) to undertake Secretarial Audit of the Company for FY 2025-26. The Secretarial Audit is annexed to this Report as Annexure - B .

Qualification(s) and Directors comments on the report of Secretarial Auditor:

There are qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report and the same is self-explanatory.

INTERNAL AUDITOR:

M/s. Kanchan Agarwal and Associates, Chartered Accountants, is the Internal Auditors to conduct internal audit as per agreed scope of work pursuant to the provision of section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. Internal Auditors present their quarterly report in meetings of Audit Committee.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186

Details of loans, guarantees and investments under the provisions of 186(4) of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2026, are set out in the Note No. 16 to the Standalone Financial Statements forming part of this Report.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

All transactions entered into with related parties during the financial year were in the ordinary course of business and on an arms length basis. There were no material related party transactions undertaken by the Company during the year under review which would require approval of the Members or disclosure in Form AOC-2 pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder.

The details of related party transactions, as required under the applicable Accounting Standards, are disclosed in the Notes to the Audited Financial Statements forming part of this Annual Report. All related party transactions were placed before the Audit Committee and the Board of Directors for their review and approval in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board of Directors values the significance of diversity and firmly believes that diversity of background, gender, age, geography, expertise, knowledge and perspectives etc., leads to sharper and more balanced decision-making and overall sustainable development. Your Directors recognize the importance of diversity and inclusion in our boardroom and strive to maintain a diverse composition that reflects the richness of the global community we serve.

In terms of the requirement of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has adopted Nomination and Remuneration Policy on appointment and remuneration of Directors, KMPs and Senior Management. The Policy includes, inter alia, the criteria for the appointment of Directors, KMPs, Senior Management Personnel and other covered employees, their remuneration structure and disclosures in relation thereto and is amended from time to time. The said policy is available on the Companys website www.descoinfra.co.in.

19. DEPOSITS

The details relating to the deposits covered under Chapter V of the Act are as under: a. Accepted during the year:

Your Company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet. b. Remained unpaid or unclaimed as at the end of the year: None c. whether there has been any default in repayment of deposits or payment of interest thereon during the year: None d. The details of deposits which are not in compliance with the requirements of Chapter V of the Act: None

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given hereunder.

A. CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy	Nil
ii. The steps taken by the Company for utilizing alternate sources of energy	Nil
iii. The capital investment on energy conservation equipment\u2019s	Nil

B. RESEARCH AND DEVELOPMENTS:

i. The efforts made towards technology absorption	Nil
ii. The benefits derived like product improvement, cost reduction, product development or substitution	Nil
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Nil
(a) the details of technology imported	Nil
(b) the year of import;	Nil
(c) whether the technology been fully absorbed	Nil
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Nil
iv. The expenditure incurred on Research and Development	Nil

C. FOREIGN EXCHANGE EARNING AND OUT GO:

The foreign exchange earning of the Company is NIL The foreign exchange out go of the Company is NIL

21. BOARD EVALUATION

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Companys business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE Company

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statement relates and the date of this Report, except for the following changes in the composition of the Board and Key Managerial Personnel of the Company:

1. Mr. Yash Gurnani, Independent Director of the Company, resigned from the office of Independent Director with effect from 1 st July, 2026, and Mr. Shailesh Kalidas Naik was appointed as an Independent Director of the Company with effect from 1 st July, 2026.

2. Ms. Muskan Omprakash Khandal, Company Secretary and Complaince Officer of the Company, resigned from the position with effect from 7 th August, 2026. Consequently, to fill the vacancy arising from her resignation, CS Tripti Gaggar was appointed as the Company Secretary and Complaince Officer of the Company with effect from 7 th August, 2026.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND CompanyS OPERATIONS IN FUTURE

To the best of the Managements knowledge, no significant and material order(s) were passed by any regulator(s) or courts or tribunals which could impact the going concern status and Companys operation in future.

24. RISK MANAGEMENT POLICY

Risks are events, situations or circumstances which may lead to negative consequences on the Companys business. Risk Management is a structured approach to manage uncertainty. An enterprise-wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Structure and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process over the period of time will become embedded into the Companys business system and processes, such that our responses to risk remain current and dynamic.

25. CORPORATE SOCIAL RESPONSIBILITY [CSR]

In accordance with the requirements of Section 135 of the Act, your Company has constituted a CSR Committee, which comprises of Mr. Malhar Pankaj Desai - Chairman, Mr. Kaushal Manishkumar Rangoonwala - Member and Mr. Samarth Pankaj Desai - Member as on March 31, 2026. The Company has also framed a Corporate Social Responsibility Policy in compliance with the provisions of the Companies Act, 2013 and is amended from time to time which is available on website of the Company. The Annual Report on CSR activities outlining geographical areas for CSR activities, composition of CSR committee, amount of CSR fund expended etc. is annexed herewith as Annexure – C . The Policy on Corporate Social Responsibility is available on the Companys website at www.descoinfra.co.in.

26. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has duly complied with provisions of Section 4 relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for protecting, prevention and redressal of sexual harassment of person. The Company has in place an Anti-Sexual Harassment policy in line with the requirement of the Act.

Composition of Internal Complaints Committee is as below:

a. CS Tripti Gaggar – Chairperson / Presiding officer

b. Mr. Rushabh Atulbhai Mashkaria – Member

c. Ms. Rashmi Choudhary – Member

d. Ms. Maitri Pratikkumar Vyas – External Member

Terms of reference:

Receiving complaints of Sexual Harassment at the Workplace Initiating and conducting inquiry as per the established procedure Submitting findings and recommendations of inquiries Coordinating with the Employer in implementing appropriate action

Maintaining strict confidentiality throughout the process as per established guidelines Submitting annual reports in the prescribed format

The following is the summary of the complaints received and disposed of during the financial year:

Sr. No. Particulars	Details
i Number of Sexual Harassment Complaint received	Nil
ii Number of Sexual Harassment Complaint disposed of	NA
iii Number of Sexual Harassment Complaint beyond 90 days	Nil

The Company has complied with the provisions of the Maternity Benefit Act, 1961, to the extent applicable. All necessary measures have been undertaken to ensure adherence to the statutory requirements prescribed under the said Act.

27. CORPORATE GOVERNANCE REPORT

The Equity Shares of the Company are listed on the SME platform (BSE-SME) of BSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and paras C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over

Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31st March, 2026 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the Companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.

29. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

30. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of the remuneration of each Whole-Time director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure – D .

31. F AMILIARIZATION POLICY

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. The Company endeavours through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed www.descoinfra.co.in.

32. CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally, all Independent Directors of the Company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

33. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

34. REPORTING OF FRAUDS

During the year under review, no instances of fraud is reported by the Statutory Auditors of the Company under Section 143 (12) of the Companies Act, 2013.

35. INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made or proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2026.

36. ONE TIME SETTLEMENT

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the banks or financial institutions along with the reasons thereof: Not Applicable.

37. RIGHT ISSUE/PREFERENTIAL ISSUE/SHARES WITH DIFFERENTIAL VOTING/SWEAT EQUITY/ EMPLOYEE STOCK OPTION

The Company has neither come up with any Right Issue/ Preferential Issue/issuing shares with differential voting rights, nor issued any Sweat Equity Shares and not provided any Stock Option Scheme to the employees during the Financial Year 2025-26.

38. A CKNOWLEDGEMENT

The Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and commitment rendered by the employees of the Company during the year. They would also like to place on record their appreciation for the continued patronage, assistance and guidance received by the Company during the year from bankers, government authorities, shareholders and other stakeholders and Stock Exchange authorities without whom the overall satisfactory performance would not have been possible.

For, Desco Infratech Limited

	Sd/-	Sd/-
	Pankaj Pruthu Desai	Malhar Pankaj Desai
Place: Surat	Managing Director	Whole-Time Director
Date: 05-09-2026	DIN: 03344685	DIN: 07293599