Diamant Infrastructure Ltd Directors Report

Share Capital

During the year ended 31st March 2026, there is no change in the issued, subscribed and paid-up share capital of the Company. The paid-up capital as on 31st March, 2026 stood at Rs. 704.08 lakhs divided into 3,52,04,000 equity shares of Rs.2/- each.

Bonus

During the year under review no bonus shares are issued by the company.

Dividend

The directors do not recommend any dividend for the financial year 2025-26.

Transfer to Reserves

The current year loss of Rs. 6,23,298/- has been transferred to Reserves & Surplus.

Listing of Shares

The shares of the company are listed on BSE Limited. The trading of the shares has been suspended since March 2020 as the company was not able to pay the listing fees.

Capital Expenditure on Assets

During financial year 2025-26 the company has not incurred any capital expenditure.

Particulars of Loans, Guarantee and Investment

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

Maintenance of Cost Records

Your company is not required to maintain cost records under sub- section (1) of section 148 of the Companies Act, 2013.

Management Discussion and Analysis

The Management Discussion and Analysis provides analysis of the operating performance of the companys business as well as discussion on the business of the company, outlook, risk and opportunities. Statements in this Management Discussion & Analysis Report describing the Companys objectives, projections, estimates and expectation may be "forward looking statements" within the meaning of applicable laws and regulations and actual results may differ.

1. Overview of Indian Economy

The Indian economy continued to demonstrate resilience during FY 2025–26, supported by domestic demand, Government capital expenditure and continued investment in infrastructure. Indias real GDP grew by 7.7% during FY 2025–26, reflecting the strength of domestic economic activity. Continued Government focus on infrastructure, manufacturing and connectivity is expected to support long-term economic development. However, global economic uncertainty, geopolitical developments and fluctuations in commodity prices remain potential risks to the overall economic outlook.

2. Industry Structure and Developments

The infrastructure and construction sector continues to play an important role in Indias economic development. The Governments continued focus on roads, highways, expressways and connectivity infrastructure is expected to create opportunities in the sector. However, the Company remained non-operational during the year and did not have any significant operational activity in the infrastructure business. The management continues to explore suitable opportunities for revival and commencement of business operations, subject to availability of viable projects and financial feasibility.

3. Industry Outlook

The long-term outlook for Indias infrastructure sector remains positive, supported by continued Government capital expenditure and the vision of Viksit Bharat @2047. Development of transportation infrastructure and improved connectivity may provide potential opportunities for companies operating in the infrastructure sector. Although the Company is presently non-operational, it continues to monitor developments and evaluate suitable business opportunities. Any future business activity will depend upon the availability of financially viable projects, adequate resources and appropriate business opportunities.

4. Risks and Concerns

As the Company is presently non-operational, its primary risks include the inability to secure suitable projects and the challenges associated with restarting business operations. The infrastructure sector is highly competitive and requires adequate financial resources and technical capabilities for successful project execution. Other risks include changes in Government policies, regulatory requirements, fluctuations in material and financing costs and economic uncertainties. The management continues to evaluate these risks while considering suitable opportunities for recommencement of operations.

5. Opportunities and Threats

Continued Government investment in roads, highways and other infrastructure sectors presents potential opportunities for the Company in the long term. However, the ability of the Company to benefit from such opportunities will depend upon its ability to identify suitable projects and arrange the necessary financial and operational resources. Intense competition, limited availability of suitable projects, financing constraints and regulatory changes remain significant challenges. The management will continue to explore viable opportunities with the objective of restarting and developing the Companys business operations in a prudent and sustainable manner

Operational, Segment wise and Financial Performance of Business

The Company could not get any new infrastructure project during the year and there was no operations in the company hence segment wise performance comparison is not possible. The Management is trying its best for procuring and developing this segment.

The company has registered a total income of Rs. 15.30 lakhs during the year. The profit before tax was Rs. 2.9 lakhs and the net loss for the year was Rs. 6.23 lakhs.

Internal control systems

The Company has in place a well-established internal control procedure covering various areas such as procurement of raw materials for projects infrastructure planning, quality control, maintenance planning, marketing, cost management and debt servicing. Necessary checks and balances have been instituted for timely correction. But since the company is not in operation these procedures have not been followed during the year.

Development in Human Resources / Industrial Relations

Other than a full-time company secretary there were no employees during the year, so the above meetings have not been conducted.

Details of Significant Changes in Key Financial Ratios and Return on Networth

Since there were no business in the Company, above details have not been mentioned.

Change in the Nature of Business

During the period under review there was no change in the nature of business of the Company.

Insurance

The movable assets of the company has been adequately insured.

Environmental Protection, Health and Safety (EHS)

EHS continues to receive the highest priority in all operational and functional areas at all locations of your Company. Systematic process safety analysis, audits, periodic safety inspections are carried out by expert agencies and suitable control measures adopted for ensuring safe operations at the site. Various processes as required for Pollution Control and Environmental Protection are strictly adhered to. But since there was no operation during the year, these processes have not been followed.

Material Changes Affecting Financial Position Between the End of Financial Year and Date of Board Report

There is no material change affecting the financial position between the end of financial year and date of board report.

Details of Subsidiaries, Associate Companies and Joint Venture

There were no subsidiary, associate company or a joint venture company.

Details of Companies That has Ceased to Be Subsidiary, Associate or Joint Ventures

There were no subsidiary, associate or a joint venture company.

Consolidated Financial Statements

As on 31.03.2026 there was no subsidiary or associate of the company, hence consolidated financial statements have not been prepared.

Directors and Key Managerial Personnel

Your companys Board of Directors comprises of the following Directors

Directors

Mr. Naresh Satyanarayan Saboo who is a Managing Director who retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Key Managerial Personnel

The Key Managerial personel are Mr. Naresh Saboo, Managing Director & CFO and Mrs. Madhu Saboo as Whole Time Director. Both have not received any remuneration in FY 2025-26.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the Composition of committees, effectiveness of committee meetings, etc. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Number of Board Meetings

Committees of The Board

1. Audit Committee

Audit Committee

The Committee is mandated with the same terms of reference as specified in Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirms to the provisions of Section 177 of the Companies Act, 2013. The Managing Director, Internal Audit team and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. The heads of various monitoring/ operating departments are invited to the meetings, as and when required to explain details about the operations.

Further, during this year all the recommendations of the Audit Committee have been accepted by the Board.

Reporting of Fraud by Auditors

During the year 2025-26, none of the Auditors has reported any instances of fraud committed against the Company by its officers or employees under section 143 (12) of the Companies Act, 2013.

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Declaration of Independence from Independent Directors

Independent directors of the Company have submitted a declaration that they meet the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act. Further, there has been no change in the circumstances which may affect their status as Independent director during the year.

Policy of Directors Appointment and Remuneration

Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered under Nomination and Remuneration Policy.

Managerial Remuneration

The Company has not paid any remuneration attracting the information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Familiarization Programme of the Independent Directors

Periodic presentations are made by Senior Management, Statutory at the Board/Committee meetings on business and performance updates of the Company, global business environment, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.

Segment Reporting

Your Company is currently operating under a single segment.

Corporate Social Responsibility

Board of Directors of the Company has serious concern about Corporate Social Responsibility (CSR) and devised a CSR policy to carry out CSR initiatives in line with the requirements specified under the Companies Act, 2013. Since the Company had minimal average net profit, there is no CSR Obligation for the FY 2025-26.

Risk Management

Your Company has devised Risk Management Policy which involves identification of the business risks as well as the financial risks, its evaluation, monitoring, reporting and mitigation measures. The Audit Committee and Board of Directors of the Company periodically review the Risk Management Policy of the Company so that management controls the risk through properly defined network. The details of risk management mechanism and key risks faced by the Company are enumerated in the risk management policy.

Business Description and State of Companys Affairs

During the year 2025-26 the company had no new contracts and as the account of the company was NPA the company did not have any business operation.

Investor Education and Protection Fund (IEPF)

During the year 2025-26 the company was not required to transfer any amount to Investor Education and Protection Fund (IEPF) as per the requirements of the IEPF Rules.

Disclosure Requirements

The Company has devised proper system to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Statutory Auditor

The statutory auditor of the company is M/s. R A Gupta & Associates who will be continuing as per the terms of their appointment.

Independent Auditors Report:

Independent Auditor has pointed out that there were no major business transactions and no employees in the company affecting its going concern. The borrowing of the company had been classified as NPA and for which companies premises has been given as collateral security, the possession of that property has been taken by bank and the company has vacated that property and shifted to a new place.

Remark by Board of Directors:

For the observation regarding the going concern your directors wish to state that this situation is temporary in nature and they are hopeful that the business will be carried on effectively. Further the company is trying to procure new business and contracts.

The classification of the borrowing of the company as NPA, the management wish to state that we are hopeful of revival.

Secretarial Auditors

The Company had appointed M/s. Avinash Gandhewar & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-II.

Secretarial Standards

The Company has complied with applicable Secretarial Standard.

During the period under review the Company has complied with all the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. During the year under review, Mrs. Dipti Subhash Pacholi (Membership No. A62548), Company Secretary of the Company, resigned from the office of Company Secretary with effect from 15 February 2026. As on the date of this Report, the Company has not appointed any other Company Secretary in her place, and the office of Company Secretary continues to remain vacant.

Managements response:

The Company acknowledges the observation regarding the vacancy in the office of Company Secretary following the resignation of Mrs. Dipti Subhash Pacholi (Membership No. A62548) with effect from 15 February 2026. The Company is in the process of identifying and appointing a suitable candidate for the position of Company Secretary and Compliance Officer, in accordance with the applicable provisions of the Companies Act, 2013 and the applicable SEBI Regulations. The Company shall take necessary steps to fill the vacancy and ensure compliance with the applicable statutory requirements at the earliest.

2. The Company has defaulted in Payment of Annual Listing fees and due to this the trading has been Suspended by the Stock exchange.

Managements response:

The Company is taking necessary steps to address the outstanding dues and regularise the Companys listing-related compliances with the Stock Exchange. The Company shall also undertake the requisite measures and make necessary applications/communications to the Stock Exchange for revocation of the suspension of trading, subject to fulfilment of the applicable requirements prescribed by the Stock Exchange and SEBI.

3. During the period under review, the Company appointed Mr. Gopal Shrikant Kabra (DIN: 10777447) and Mr. Nikesh Subhash Zade (DIN: 10011059) as Additional Non-Executive Independent Directors of the Company on 30 June 2025. The said appointments were subsequently regularised by the members of the Company in the Annual General Meeting held on 30.09.2025. However, the Company has not filed the requisite e-form (DIR-12) with the Registrar of Companies in relation to the regularisation of the aforesaid Directors within the prescribed time. Both the Directors has submitted their resignation on 31.03.2026. As on the date of this Report, the Company has not appointed any other Independent Directors the position continues to remain vacant.

Managements response:

Due to an inadvertent procedural lapse, the requisite e-form(s) relating to their regularisation/appointment were not filed with the Registrar of Companies within the prescribed timeline. The Company has taken note of the said observation and is in the process of taking necessary corrective measures for filing the requisite form(s), along with applicable additional fees, penalties/compounding, if any, as may be applicable under the provisions of the Companies Act, 2013 and the rules made thereunder.

4. The company has not complied with some of the provisions of the Companies Act, 2013 and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Managements response:

The Company is reviewing the instances of non-compliance and is taking necessary corrective and remedial measures to ensure compliance with the applicable provisions. The Company is also strengthening its internal compliance mechanism and monitoring process to ensure timely and proper compliance with the statutory and regulatory requirements applicable to the Company.

5. During the period under review, During the period under review, it was observed that the Company had complied with the applicable requirements relating to the maintenance and updating of the Structured Digital Database (SDD) in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015. However, the compliance status on the BSE portal had not been updated/reflected accordingly and continued to appear as "SDD Non-Compliant".

Managements response:

The Company has taken note of the observation regarding the status of compliance with the Structured Digital Database (SDD) requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Management clarifies that the Company has duly complied with the applicable provisions relating to the maintenance and updating of the Structured Digital Database (SDD). However, the compliance status on the BSE portal has not yet been updated and continues to reflect the status as "SDD Non-Compliant". Company has taken note of the discrepancy in the compliance status appearing on the BSE portal and is in the process of taking appropriate steps with the concerned authorities/exchange for updating and rectification of the status.

Significant and Material Orders Passed by the Regulators

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

Deposits

During the year the Company has not accepted/ renewed any deposit from public. The total deposits remained unpaid or unclaimed as at 31st March, 2026 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.

Related Party Transactions

During the year there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Directors would like to state that:

1. In the preparation of annual accounts for the financial year ended 31st March 2026, the applicable accounting standards have been followed;

2. They had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the Company for the year under review;

3. They 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;

4. They had prepared the annual accounts for the financial year ended 31st March 2026, on a going concern basis;

5. They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively and

6. They had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Internal Financial Controls with Reference to the Financial Statements

Your Company has internal financial control systems commensurate with the nature of its business, size and complexity of its operations. Internal financial control systems include policies and procedures which are designed to ensure reliability of financial reporting, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Your Company has appointed a Sanjeev Shekhar & Co., Chartered Accountant as an Internal Auditor to monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries and to report the same on quarterly basis to Audit Committee.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, audit performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the relevant board committees, including the audit & management committee, the board is of the opinion that the Companys internal financial controls were adequate during the financial year 2025-26.

Proceeding pending under the Insolvency and Bankruptcy code, 2016

No application has been made under the Insolvency and Bankruptcy code, 2016 against the company

Establishment of Vigil Mechanism

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. As there were no employees in the company, there were no complaints received during the year.

Prevention of Insider Trading

The Securities and Exchange Board of India (SEBI)vide notification dated January 15, 2015 had put in place a new framework for prohibition of Insider Trading insecurities and to strengthen the legal framework thereof. These regulations of the SEBI under the above notification had become effective from May 15, 2015. Whereas on 31st December, 2018, the regulations were amended with Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 effective from 1st April, 2019. Accordingly, the Board has formulated Code of Conduct and Fair Disclosure for Prevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company.

Code of Conduct

The Directors, KMPs and Senior Management of the Company have affirmed compliance with Code of Conduct applicable to them during the year ended March 31, 2026.

The Annual Report of the Company contains a certificate by the Chairman and Managing Director, on compliance declaration received from the Members of the Board, KMPs and Senior Management as Annexure-5.

Legal, Governance and Brand Protection

Your Company continued to focus on the key areas and projects within the Legal, Compliance and Corporate Affairs functions however there was no projects in the company.

Enhancing Shareholders Value

Your Company believes that its Members are its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. The board aims to restart the operation of the company soon.

Disclosure Under the Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any sexual harassment complaint during the year 2025-26.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings

There was no scope for Conservation of Energy, Technology Absorption as the company was not having any operations & the Company has not had any foreign exchange earnings and outgo during the year. However, some disclosers are mentioned in Annexure-1.

Human Resources

The Companys Human Resource philosophy is to establish, build and retain a strong performance and competency driven culture with greater sense of accountability and responsibility. The Company has been focused to create an environment that assists the employees to enhance their sense of pride in what they are doing to better productivity. The Company through its effective HR policies and systems has always encouraged its workers to innovate and apply new ideas to achieve quantum leaps in both size and scale of operations. The Company believes that its real strength lies in the commitment and quality of its people. Employees are provided opportunity to grow and prosper. Since there was no operation in the company there were no human resources employed during the year.

Particulars of Employees

The Company has no Employees due to sluggish market conditions coupled with other economic factors which has resulted in no operation.

Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2025-26 is uploaded on the website of the Company and the same is available on: www.diamantinfra.co.in

Corporate Governance

As per Regulation 15(2) of the SEBI (LODR) Regulations, 2015 compliance with Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to corporate governance shall not apply to the listed entity having Paid Up Equity Share Capital not exceeding rupees Ten Crores and net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year.

Therefore, compliance with aforementioned corporate governance regulations shall not apply to Diamant Infrastructure Limited as the Paid-up equity capital was below Rs. 10 Crores and net worth was below Rs. 25 Crores, as on the last day of the previous financial year i.e as on March 31, 2026.