Era Infra Engineering Ltd Directors Report

To,

The Members,

Era Infra Engineering Limited

Your Directors are pleased to present the Thirty-Sixth (36th) Annual Report of Era Infra Engineering Limited (the Company or EIEL) together with the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.

The Standalone and Consolidated Financial Statements for the year under review have been prepared in accordance with the provisions of the Companies Act, 2013 (the Act), the applicable Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations) and other applicable laws, to the extent applicable to the Company.

1. FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2026, on a Standalone and Consolidated basis, as compared to the previous year, is summarised below:

(Rs. in Lakhs)

Particulars	Standalone 2025-26	Standalone 2024-25	Consolidated 2025-26	Consolidated 2024-25
Revenue from Operations	1,068.21	1,016.33	1,068.21	1,016.33
Other Income	4,157.55	25,451.28	4,157.55	25,452.20
Total Income	5,225.76	26,467.61	5,225.76	26,468.53
Total Expenses	4,098.88	9,346.51	4,160.87	12,312.95
Profit before share of profit/ (loss) of associates & joint ventures	-	-	1,064.89	14,155.58
Share of profit/(loss) of associates and joint ventures	-	-	(0.10)	(88.94)
Profit before Exceptional Items and Tax	1,126.88	17,121.10	1,064.79	14,066.64
Exceptional Items (Expense)/ Income	319.06	434,511.71	321.57	464,200.28
Profit/(Loss) before Tax	807.82	(417,390.61)	743.22	(450,133.64)
Tax Expense	688.11	645.05	688.11	647.84
Profit/(Loss) for the year	119.71	(418,035.66)	55.11	(450,781.48)
Other Comprehensive Income	(20.75)	0.94	(20.75)	0.94
Total Comprehensive Income	98.96	(418,034.72)	34.36	(450,780.54)
Profit/(Loss) attributable to owners of the Company	119.71	(418,035.66)	65.80	(441,979.30)
Profit/(Loss) attributable to Non-Controlling Interest	-	-	(31.44)	(8,801.24)
Earnings Per Share - Basic (Rs.)	4.89	(28,216.60)	2.69	(29,832.75)
Earnings Per Share - Diluted (Rs.)	1.20	(7,279.53)	0.66	(7,696.48)

(Rs. in Lakhs)

Particulars	Standalone 31.03.2026	Standalone 31.03.2025	Consolidated 31.03.2026	Consolidated 31.03.2025
Total Assets	4,41,618.20	4,48,355.94	5,05,378.60	10,43,910.30
Equity Share Capital	245.00	245.00	245.00	245.00
Other Equity	4,00,137.14	4,00,038.18	3,59,495.11	2,78,511.92
Equity attributable to owners of the Company	4,00,382.14	4,00,283.18	3,59,740.11	2,78,756.92
Non-Controlling Interest	-	-	(43,408.36)	(22,656.70)
Total Equity	4,00,382.14	4,00,283.18	3,16,331.75	2,56,100.22
Non-Current Liabilities	27,983.70	34,470.23	30,424.70	34,470.23
Current Liabilities	13,252.36	13,602.53	1,58,622.15	7,53,339.85

2. STATE OF THE COMPANYS AFFAIRS/ OPERATIONAL AND FINANCIAL PERFORMANCE

Standalone: During the year under review, the Company recorded Revenue from Operations of 1,068.21 Lakhs as against 1,016.33 Lakhs in the previous year. Total Income for the year stood at 5,225.76 Lakhs as compared to 26,467.61 Lakhs in the previous year, the previous years figure being largely on account of one-time interest income recognised on the Enforcement Directorate seized account and other income related to the implementation of the Resolution Plan. The Company reported a Profit before Tax of 807.82 Lakhs for the year as against a Loss before Tax of 4,17,390.61 Lakhs in the previous year (the previous years loss being primarily on account of exceptional items recognised pursuant to implementation of the Resolution Plan). The Profit for the year, after tax, stood at 119.71 Lakhs as compared to a Loss of 4,18,035.66 Lakhs in the previous year.

Consolidated: On a consolidated basis, the Group recorded Revenue from Operations of 1,068.21 Lakhs (previous year 1,016.33 Lakhs) and Total Income of 5,225.76 Lakhs (previous year 26,468.53 Lakhs). The Consolidated Profit before Tax stood at 743.22 Lakhs as against a Consolidated Loss before Tax of 4,50,133.64 Lakhs in the previous year. The Consolidated Profit for the year, after tax, stood at 55.11 Lakhs (previous year: Loss of 4,50,781.48 Lakhs), of which 65.80 Lakhs is attributable to the owners of the Company and 31.44 Lakhs is attributable to Non-Controlling Interests.

The improved financial performance during the year under review, as compared to the previous year, is primarily attributable to the stabilisation of operations following implementation of the Resolution Plan, recognition of one-time write-offs and impairments in the previous year pursuant to the Resolution Plan, and continued efforts of the new management towards recovery of arbitration awards, trade receivables and other claims relating to legacy Engineering, Procurement and Construction (EPC) and infrastructure projects of the Company.

There has been no change in the nature of business of the Company during the year under review. The Company continues to be engaged in the business of engineering, procurement and construction (EPC) across the roads and highways, power, railways, metro systems, airports, social infrastructure and industrial and institutional sectors, together with monitoring and recovery of its Toll/Concession and other legacy infrastructure projects.

3. CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) AND IMPLEMENTATION OF THE RESOLUTION PLAN

On June 29, 2017, Union Bank of India, the lead bank of the consortium of lenders of the Company, filed an application for initiation of Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC/the Code) before the Honble National Company Law Tribunal, Principal Bench, New Delhi (NCLT). The application under Section 7 of the IBC was admitted by the Honble NCLT vide its order dated May 8, 2018 (Admission Order), pursuant to which the management of the affairs of the Company vested in Mr. Rajiv Chakraborty, the Interim Resolution Professional (IRP), with effect from the CIRP commencement date, i.e., May 8, 2018.

The Committee of Creditors (CoC) of the Company was constituted, and Mr. Rajiv Chakraborty was confirmed as the Resolution Professional (RP) at the first meeting of the CoC held on June 12, 2018.

The Resolution Plan submitted by SA Infrastructure Consultants Private Limited, the Successful Resolution Applicant (SRA), was approved by the Honble NCLT, New Delhi Bench, vide its order dated June 11, 2024, under Section 31 of the Code (Approved Resolution Plan). As per the provisions of the Code, the Approved Resolution Plan is binding on the Company, its employees, members, creditors, guarantors and other stakeholders involved in the Resolution Plan.

Pursuant to implementation of the Approved Resolution Plan during the previous financial year, the management and control of the Company stand vested with the reconstituted Board of Directors. During the year under review, the Company continued the implementation of the various terms of the Approved Resolution Plan, including payment towards Non-Convertible Debentures (NCDs), and monitoring by the Oversight Committee constituted in terms of the Resolution Plan. Further details in this regard are set out in the relevant notes to the Standalone and Consolidated Financial Statements forming part of this Annual Report.

4. LISTING STATUS OF THE COMPANY

The equity shares of the Company were formerly listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The equity shares of the Company were delisted from BSE with effect from July 4, 2018 and subsequently from NSE with effect from August 8, 2018, on account of the Companys default status prior to commencement of CIRP.

Pursuant to the approval and implementation of the Resolution Plan and the consequential change in management and control of the Company, BSE Limited, vide its Notice No. 20251127-17 dated November 27, 2025, revised the status of the Companys equity shares from Delisted to Suspended. In alignment with the said revision, NSE, vide its Circular No. NSE/CML/71602 dated December 02, 2025, has also updated the status of the Company from Delisted to Suspended, with effect from December 04, 2025.

Accordingly, as on the date of this Report, the Company continues to be a listed entity within the meaning of the SEBI LODR Regulations, and its equity shares remain suspended from trading on both BSE and NSE. The Company is taking all necessary steps to comply with the applicable provisions of the SEBI LODR Regulations and is in the process of pursuing revocation of the suspension and re-instatement of trading in its equity shares, in terms of the applicable SEBI framework governing relisting of equity shares of companies whose resolution plan has been approved under the IBC.

5. DIVIDEND

In view of the losses carried forward from earlier years, the need to conserve the financial resources of the Company for stabilising operations and meeting obligations under the Approved Resolution Plan, your Directors have not recommended any dividend on the equity shares of the Company for the financial year ended March 31, 2026.

6. TRANSFER TO RESERVES

During the year under review, your Directors have not proposed to transfer any amount to the General Reserve of the Company. The movement in reserves and surplus is set out in the Statement of Changes in Equity forming part of the Standalone and Consolidated Financial Statements.

7. SHARE CAPITAL

As on March 31, 2026, the Authorised Share Capital of the Company stood at 75,00,00,000/- divided into 7,50,00,000 equity shares of 10/- each. The issued, subscribed and paid-up share capital of the Company as on March 31, 2026 stood at 2,45,00,170/- comprising 24,50,017 equity shares of 10/- each.

Pursuant to the Resolution Plan approved by the Honble NCLT, the existing equity shares of face value 2/- each held by the public shareholders (11,35,78,660 equity shares, classified under non-promoter / public shareholding) were consolidated and reduced to 2,00,000 equity shares of face value 10/- each. Further, in accordance with the Resolution Plan, the entire shareholding of the erstwhile promoter and promoter group was cancelled and extinguished without any consideration or pay-out. Thereafter, an allotment of 17,50,000 equity shares of 10/- each was made in favour of the SRA, along with 4,00,011 equity shares (4% of equity holding) to assenting secured financial creditors and 1,00,006 equity shares (1% of equity holding) to assenting unsecured financial creditors, in terms of the Approved Resolution Plan. There has been no further change in the share capital of the Company during the year under review, and the share capital as at the reporting date reflects the post-Resolution-Plan capital structure.

The Company has not issued any equity shares with differential rights, sweat equity shares or shares under any employee stock option scheme during the year under review. The Company has also not bought back any of its securities during the year under review.

8. CONSOLIDATED FINANCIAL STATEMENTS, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

In accordance with the provisions of Section 129(3) of the Act read with the applicable Ind AS and Regulation 33 of the SEBI LODR Regulations, the Consolidated Financial Statements of the Company for the year ended March 31, 2026, prepared in accordance with Ind AS 110 - Consolidated Financial Statements, form part of this Annual Report.

A statement containing the salient features of the financial statements of the Companys subsidiaries, associates and joint ventures, in Form AOC-1, is annexed to this Report as Annexure - A1.

As explained in Note 6.3 to the Consolidated Financial Statements, the financial information of three subsidiary companies, namely Bareilly Highways Project Limited, Haridwar Highways Project Limited and Era Infrastructure (India) Ltd., has not been incorporated in the Consolidated Financial Statements for the year, as these entities have been admitted under the Corporate Insolvency Resolution Process (CIRP) under the IBC, and the management and control of their affairs vests with the respective Insolvency Resolution Professionals, who have not made the audited financial statements of these entities available to the Company. Similarly, Dehradun Highways Project Limited is presently under liquidation and its financial statements have not been made available to the Company.

During the year under review, no company became or ceased to be a subsidiary, joint venture or associate company of the Company, other than to the extent of the change in the consolidation scope on account of non-availability of financial information as stated above.

9. DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest on deposits was outstanding as on March 31, 2026, and no disclosures under Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014 are required to be made.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments covered under Section 186 of the Act are disclosed in the Notes to the Standalone Financial Statements forming part of this Annual Report.

11. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company with related parties during the financial year under review were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions entered into by the Company during the year which may have had a potential conflict with the interest of the Company at large.

Accordingly, disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for the year under review. The details of Related Party Transactions are disclosed in the Notes to the Standalone and Consolidated Financial Statements in accordance with Ind AS 24 - Related Party Disclosures.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this Report and in the Notes to the Financial Statements (including with respect to the implementation of the Resolution Plan, pending arbitration and litigation matters, and proceedings before various regulatory and judicial forums), there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year, i.e., March 31, 2026, and the date of this Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to implementation of the Approved Resolution Plan, the Board of Directors of the Company was reconstituted, and the composition of the Board and Key Managerial Personnel (KMP) underwent several changes during the year under review, as set out below.

Changes during the Financial Year

Name	Designation	Nature of Change	Effective Date
Ms. Abha Srivastava	Company Secretary	Cessation	April 30, 2025
Ms. Arunima Trigunayat	Company Secretary	Appointment	May 12, 2025
Ms. Neeta Phatarphekar	Independent Director	Appointment	July 30, 2025
Mr. Sujai Sunil Potdar	Director	Cessation	October 27, 2025
Mr. Arun Kumar Jha	Additional Director	Appointment	October 27, 2025
Mr. Abhinav Walia	Managing Director	Cessation	October 31, 2025
Mr. Arun Kumar Jha	Managing Director & CEO	Appointment	November 21, 2025
Mr. Harshvardhan	Additional Director	Appointment	October 09, 2025
Mr. Ravi Bhushan Kumar	Independent Director	Appointment	December 09, 2025
Mr. Harshvardhan	Director	Appointment	December 31, 2025
Mr. Harshvardhan	Director	Cessation	February 01, 2026
Mr. Sibanarayan Nayak	Additional Director	Appointment	February 11, 2026

Composition of the Board and KMP as on March 31, 2026

Name	Designation	DIN / Membership No.
Mr. Arun Kumar Jha	Managing Director & CEO	DIN: 07458418
Mr. Sibanarayan Nayak	Additional Director	DIN: 01832348
Mr. Sanjeev Kumar Bhatnagar	Director	DIN: 10776648
Ms. Neeta Phatarphekar	Independent Director	DIN: 11204507
Mr. Ravi Bhushan Kumar	Independent Director	DIN: 02967605
Mr. Yogesh Kumar	Chief Financial Officer	-
Ms. Arunima Trigunayat	Company Secretary	M. No. A38917

During the year under review, Mr. Sibanarayan Nayak was appointed as an Additional Director of the Company with effect from February 11, 2026.

The Board also places on record its sincere appreciation for the valuable contribution and guidance rendered by Mr. Abhinav Walia, Mr. Sujai Sunil Potdar and Mr. Harshvardhan during their respective tenures on the Board of the Company.

The Board has been further strengthened by the appointment of Independent Directors in accordance with the requirements of the Act and the SEBI LODR Regulations, particulars of which are forming part of this Annual Report.

14. RETIREMENT BY ROTATION

In terms of Section 152(6) of the Act read with the Articles of Association of the Company, at least two-thirds of the total number of Directors of the Company (excluding Independent Directors) are liable to retire by rotation. At every AGM, one-third of such rotational directors who have been longest in office since their appointment shall retire. Accordingly, Mr. Arun Kumar Jha, Managing Director, retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment for approval of members. The requisite details of Mr. Arun Kumar Jha, as required under the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in the Notice convening the ensuing Annual General Meeting.

15. BOARD OF DIRECTORS

As on the date of this Report, the Board of Directors of the Company comprises two Executive Directors, one Non-Executive Director and Independent Director(s), in accordance with the composition requirements prescribed under Section 149 of the Act and Regulation 17 of the SEBI LODR Regulations. The Board possesses an appropriate mix of executive and independent directors with diverse qualifications, skills and experience, enabling it to effectively discharge its fiduciary and oversight responsibilities.

16. DECLARATION BY INDEPENDENT DIRECTORS

During the financial year under review, the Company received the requisite declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(7) of the Act, and that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective, independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency required for the effective discharge of their duties as Independent Directors of the Company, and are independent of the management.

The Independent Directors have also confirmed that they have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

17. BOARD MEETINGS

During the year under review, seven (7) meetings of the Board of Directors were held, in compliance with the requirements of Section 173 of the Act, including the requirement that the gap between two consecutive Board Meetings shall not exceed one hundred and twenty (120) days. The necessary quorum was present at all the meetings. The dates of the meetings held during the year, together with the details of attendance of each Director, are set out in the Corporate Governance Report forming part of this Annual Report.

18. COMMITTEES OF THE BOARD

In accordance with the requirements of the Act and the SEBI LODR Regulations, and consequent upon the appointment of Independent Directors during the financial year, the Board has constituted the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

During the year under review, since the Company did not initially have the requisite number of Independent Directors for constitution of the aforesaid Committees in the manner prescribed under the Act and the SEBI LODR Regulations. Upon appointment of the requisite number of Independent Directors during the year under review, the Board constituted the aforesaid Committees in accordance with the applicable provisions. The composition, terms of reference and details of meetings of each Committee are set out in the Corporate Governance Report forming part of this Annual Report.

Audit Committee

The Audit Committee has been constituted pursuant to Section 177 of the Act and Regulation 18 of the SEBI LODR Regulations. Its terms of reference, inter alia, include recommendation for appointment, remuneration and terms of appointment of auditors; review and monitoring of the auditors independence and performance and effectiveness of the audit process; examination of the financial statements and auditors report thereon; approval or subsequent modification of related party transactions; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets, wherever necessary; evaluation of internal financial controls and risk management systems; and monitoring the end use of funds raised through public offers and related matters.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) has been constituted pursuant to Section 178 of the Act and Regulation 19 of the SEBI LODR Regulations. The terms of reference of the NRC, inter alia, include identifying persons qualified to become Directors and who may be appointed in Senior Management; carrying out evaluation of Directors; formulating criteria for determining qualifications, positive attributes and independence of Directors; and recommending to the Board a policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted pursuant to Section 178(5) of the Act and Regulation 20 of the SEBI LODR Regulations. The Committee is responsible, inter alia, for considering and resolving grievances of shareholders, debenture holders and other security holders of the Company, including complaints relating to transfer/transmission of shares, non-receipt of annual reports, non-receipt of declared dividends and issue of duplicate share certificates.

19. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3)(p) and Section 178(2) of the Act read with Regulation 17(10) of the SEBI LODR Regulations, the Board is required to carry out an annual performance evaluation of itself, its Committees and individual Directors. In view of the significant changes in the composition of the Board during the year under review pursuant to the Resolution Plan, and the appointment of Independent Directors only subsequent to the close of the financial year, the Board was unable to undertake a formal performance evaluation exercise for FY 2025-26. The Board intends to put in place and conduct the performance evaluation process, in accordance with the applicable provisions of the Act and the SEBI LODR Regulations, during the ensuing financial year.

20. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT

Pursuant to the provisions of Section 178 of the Act and the applicable provisions of the SEBI LODR Regulations, the Board of Directors constituted the Nomination and Remuneration Committee during the year under review. The terms of reference of the Committee, inter alia, include identifying persons who are qualified to become Directors and who may be appointed in Senior Management, formulating criteria for determining qualifications, positive attributes and independence of Directors, evaluating the performance of Directors, and recommending to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees.

The composition and terms of reference of the Nomination and Remuneration Committee are set out in the Corporate Governance Report forming part of this Annual Report.

21. PARTICULARS OF EMPLOYEES

The provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as applicable to the Company, are provided in Annexure - A2 forming part of this Report.

The disclosures relating to employees as required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure - A2 forming part of this Report, wherever applicable.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) & (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR Regulations, the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns, including instances of unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The mechanism provides adequate safeguards against victimisation of persons who avail of it and provides for direct access to the Chairperson of the Audit Committee in exceptional cases. During the year under review, no complaint was received under the Vigil Mechanism.

23. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. During the year under review, no complaint was received. As on 31 March 2026, the Company had 61 male employees and 8 female employees, aggregating to 69 employees in total.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2025-26, prepared in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed hereto as Annexure - A3 and forms an integral part of this Annual Report under the section titled Management Discussion and Analysis (MD&A).

The MD&A provides a comprehensive overview of the economic, geographical, and environmental factors that are material to the Companys strategy and its capacity to create and sustain long-term value for its stakeholders. It also incorporates disclosures and reporting requirements as prescribed under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015.

25. MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended, in respect of its women employees.

26. STATUS OF OUTSTANDING LIABILITIES OF CIRP COST, PROVIDENT FUND, GRATUITY, ETC.

As per the claims admitted during the CIRP, an aggregate amount of 2,590.46 Lakhs (Consolidated: 2,590.46 Lakhs) was admitted in favour of the Employees Provident Fund Organisation (EPFO), comprising 1,537.69 Lakhs towards EPFO (Contractors), 1,051.70 Lakhs towards EPFO (Employees), and 1.07 Lakhs in favour of EPFO on behalf of the Central Board of Trustees (CBT). As per the terms of the Approved Resolution Plan, the said amount is payable in a phased manner over five years from the closing date, out of the cash flows of the Company, and to be discharged as per the schedule set out in the Resolution Plan.

Further, gratuity payable to employees who left the organisation both prior to and during the CIRP period aggregating 520.89 Lakhs (Standalone) has been separately presented in the financial statements and excluded from the actuarial valuation of gratuity liability, and is payable directly to the concerned employees in accordance with the Resolution Plan and applicable law. The status of provident fund, gratuity and other CIRP-related dues is set out in the relevant Notes to the Standalone and Consolidated Financial Statements.

27. OVERSIGHT COMMITTEE

In terms of the Approved Resolution Plan, an Oversight Committee (OC) has been constituted to monitor and oversee the implementation of the Resolution Plan, including the pursuit of avoidance applications and recovery of arbitration claims/receivables, on behalf of the assenting financial creditors. During the year under review, six (6) meetings of the Oversight Committee were held, on June 5, 2025, June 24, 2025, November 1, 2025, February 12, 2026, February 17, 2026 and March 12, 2026.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) read with Section 134(5) of the Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:

in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

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 March 31, 2026, and of the profit of the Company for the year ended on that date;

the Directors had 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;

the Directors had prepared the annual accounts on a going concern basis;

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 during the year under review, subject to the matters set out under the heading Internal Financial Controls and the observations of the Statutory Auditors elsewhere in this Report; and

the Directors had devised proper systems to ensure compliance with the provisions of applicable laws and that such systems were designed to be adequate and operating effectively, subject to the observations and matters reported by the Statutory Auditors and Secretarial Auditors elsewhere in this Annual Report.

29. STATUTORY AUDITORS

M/s R C Chadda & Co. LLP, Chartered Accountants (Firm Registration No. 003151N/N500011), are Statutory Auditors of the Company. The Independent Auditors Reports on the Standalone and Consolidated Financial Statements for the year ended March 31, 2026, issued by M/s R C Chadda & Co. LLP, form part of this Annual Report.

The Statutory Auditors have expressed a qualified opinion on the Consolidated Financial Statements and an unmodified opinion (with emphasis of matter) on the Standalone Financial Statements. The Boards comments on the observations/qualifications contained in the Auditors Reports are set out under the heading Boards Comments on the Auditors Reports below.

The period of appointment of M/s R C Chadda & Co. LLP, Chartered Accountants, as the Statutory Auditors of the Company expires upon the conclusion of the 36th Annual General Meeting of the Company.

Pursuant to the provisions of Sections 139, 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint Statutory Auditors to hold office from the conclusion of the ensuing 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting, subject to the approval of the Members.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s SKPAG & Co., Chartered Accountants (Firm Registration No. 128940W), as the Statutory Auditors of the Company for a term of five consecutive financial years commencing from FY 2026-27 and ending with FY 2030-31, to hold office from the conclusion of the 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting, subject to the approval of the Members of the Company.

The Company has received the written consent and eligibility certificate from M/s SKPAG & Co., Chartered Accountants, confirming their consent to act as the Statutory Auditors of the Company and that their appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and that they satisfy the criteria prescribed under Sections 139 and 141 of the Companies Act, 2013.

The Board recommends the appointment of M/s SKPAG & Co., Chartered Accountants (Firm Registration No. 128940W) as the Statutory Auditors of the Company for the aforesaid term of five consecutive years, for approval of the Members at the ensuing Annual General Meeting.

30. BOARDS COMMENTS ON THE AUDITORS REPORTS

A. Consolidated Financial Statements - Basis for Qualified Opinion

1. Non-incorporation of financial information of three subsidiaries under CIRP: The Statutory Auditors have drawn attention to the fact that the Consolidated Financial Statements for the year do not incorporate the financial information of Bareilly Highways Project Limited, Haridwar Highways Project Limited and Era Infrastructure (India) Ltd., as these entities have been admitted under CIRP and their affairs are managed by the respective Insolvency Resolution Professionals, who have not made the audited financial statements of these entities available to the Company.

Boards Comment: The Board confirms that this matter is beyond the control of the management, as the management and control of the affairs of the said subsidiaries vests with independent Insolvency Resolution Professionals appointed under the IBC, over whom the Company does not exercise operational control. The Company continues to pursue all available means to obtain the relevant financial information and will give appropriate effect thereto in the Consolidated Financial Statements as and when the same becomes available. The carrying value of the Companys investment in, and other exposures to, these entities have been appropriately assessed and, where required, impaired/provided for in the books of account of the Company on a standalone basis.

2. Non-recognition of interest on Non-Performing borrowings of subsidiaries: The Statutory Auditors have qualified their opinion in respect of non-recognition of interest on borrowings of certain subsidiaries which have been classified as Non-Performing Assets (NPA) and recalled by the lenders, as no communication regarding the applicable interest has been received from the lenders, rendering the impact presently unascertainable.

Boards Comment: The Board notes that, in the absence of any communication from the lenders regarding the rate of interest applicable to the said borrowings post-classification as NPA, it is not presently possible to reliably estimate the quantum of such interest. The Company/its subsidiaries will account for the same on receipt of definitive communication/confirmation from the respective lenders, and the Board will ensure appropriate disclosure of the impact, if any, in the financial statements of the relevant future period.

B. Standalone Financial Statements – Emphasis of Matter

1. Non-receipt of bank balance confirmations aggregating 8.45 Lakhs in respect of 4 current accounts: The Company is in the process of completing reconciliation/confirmation of the aforesaid balances. Based on the information presently available and managements assessment, no material impact on the financial statements is presently anticipated. The Company will give appropriate accounting treatment, if any, upon completion of the reconciliation..

2. Continued appearance of extinguished statutory demands on Government portals: The Board confirms that the GST, Income Tax and TRACES demands aggregating 2,205.40 Lakhs, 53,692.47 Lakhs and 5,622.18 Lakhs respectively, referred to in Note 32(ii)/35(ii) of the Standalone/Consolidated Financial Statements, pertain entirely to the pre-Resolution period and stand fully extinguished in terms of the Approved Resolution Plan. The continued appearance of such demands on the respective Government portals is on account of procedural/technical reasons, and the Company has filed a writ petition before the Honble High Court to give effect to the Resolution Plan, which is currently pending. Based on managements assessment and expert legal advice, no further liability is expected to arise in respect of these matters.

C. Comments on the Companies (Auditors Report) Order, 2020 (CARO)

The Statutory Auditors have, in their CARO Reports on the Standalone and Consolidated Financial Statements, made certain qualified/adverse remarks, including under Clause (vii)(a) relating to delays in depositing undisputed statutory dues, including provident fund dues aggregating 45.27 Lakhs pertaining to FY 2018-19 and 2019-20, which remain unpaid pending receipt of beneficiary-wise details from the EPFO authorities.

The Board has taken note of the said observations. The Company has taken appropriate steps for resolution of the matter and has made repeated written representations to the EPFO authorities seeking the requisite beneficiary-wise details to enable the Company to remit the aforesaid dues to the respective beneficiaries. In this regard, the Company had addressed letters to the EPFO authorities on 18 July 2024, 30 June 2025 and 2 June 2026, requesting the requisite beneficiary details. The latest communication dated 2 June 2026 also records that, despite the Companys earlier requests, the requisite beneficiary-wise details had not been provided by the EPFO authorities. The Company continues to pursue the matter with the EPFO authorities and shall take necessary steps for payment of the dues upon receipt of the requisite beneficiary-wise details.

The observations of the Statutory Auditors, read together with the relevant Notes to the Financial Statements, are self-explanatory and, wherever considered necessary, suitable explanations have been provided herein. The Statutory Auditors have not reported any instances of fraud under Section 143(12) of the Act.

D. Details in Respect of Frauds Reported by Auditors

The Statutory Auditors of the Company have not reported any fraud pursuant to the provisions of Section 143(12) of the Companies Act, 2013, including the second proviso thereto, during the financial year under review.

The observations of the Statutory Auditors, read together with the relevant Notes to the Financial Statements, are self-explanatory and, wherever considered necessary, suitable explanations have been provided herein.

31. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI LODR Regulations, the Company had appointed M/s Lal Ghai & Associates, Practising Company Secretaries (Peer Review No. 6339/2024) as the Secretarial Auditor of the Company for the financial year 2025-26.

The Company proposes to appoint M/s Lal Ghai & Associates, Practising Company Secretaries, as the Secretarial Auditor of the Company for a further term of five consecutive financial years commencing from the financial year 2026-27, in accordance with the applicable provisions of the Act, the SEBI LODR Regulations and other applicable laws. The proposed appointment is being made to ensure compliance with the requirements of Regulation 24A of the SEBI LODR Regulations, as applicable to the Company.

The requisite resolution for the appointment of M/s Lal Ghai & Associates as Secretarial Auditor for the aforesaid term is being placed before the Members for their approval at the ensuing Annual General Meeting.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026 is annexed to this Report as Annexure - A4 and forms an integral part of this Annual Report. The Secretarial Audit Report is dated August 6, 2026 and has been issued by M/s Lal Ghai & Associates, Company Secretaries.

The observations made by the Secretarial Auditor and the corresponding comments of the Board are as follows:

1. Constitution of Mandatory Committees: The Secretarial Auditor observed that, due to non-appointment of the requisite Independent Directors at the commencement of the financial year, the Company could not constitute the mandatory committees at the beginning of the financial year. The requisite committees were constituted on December 09, 2025, upon appointment of the Independent Directors. The Board notes the observation and confirms that the requisite committees were constituted and the Company has taken steps to ensure compliance with the applicable requirements.

2. SEBI Compliance and Website Disclosures: The Secretarial Auditor observed that, during the year under review, the Company was in the process of re-establishing its website and aligning the disclosures required under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and that certain SEBI compliance and reporting requirements were in the process of being established and regularized pursuant to the Company becoming subject to the applicable SEBI regulatory framework. The Board confirms that necessary steps have been initiated to establish, update and regularize the requisite disclosures, filings and compliances.

3. Annual General Meeting: The Secretarial Auditor observed that the Company had obtained an extension of three months from the Registrar of Companies for holding its Annual General Meeting, extending the due date up to December 31, 2025. Although the AGM was duly convened within the extended period, owing to want of quorum, the meeting was adjourned and subsequently concluded on January 07, 2026. Accordingly, the AGM was concluded beyond the extended timeline prescribed under Section 96(1) of the Companies Act, 2013. The Board notes the observation.

The Secretariat Audit Report does not contain any qualification, reservation or adverse remark other than the observations specifically stated therein.

32. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of the SEBI LODR Regulations, the Company has obtained an Annual Secretariat Compliance Report from a Practising Company Secretary confirming compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder.

33. INTERNAL FINANCIAL CONTROLS

The Company has internal financial controls over financial reporting, commensurate with the nature and scale of its operations. The Company continues to strengthen and improve its processes and controls relating to financial reporting, accounting records, safeguarding of assets and prevention and detection of errors and irregularities.

The Statutory Auditors have audited the internal financial controls over financial reporting of the Company as at March 31, 2026, in conjunction with their audit of the standalone financial statements for the year ended on that date. In their separate Report on Internal Financial Controls over Financial Reporting, the Statutory Auditors have expressed an unmodified opinion that the Company has, in all material respects, an adequate internal financial controls system over financial reporting and that such controls were operating effectively as at March 31, 2026.

Based on the examination carried out by the Statutory Auditors, it has been noted that the accounting software used by the Company for maintaining its books of account does not have the feature of recording audit trail (edit log) enabled at all times during the year. The Board has taken note of this observation and has directed the management to enable and maintain the audit trail feature on an uninterrupted basis going forward, in compliance with the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014.

34. INTERNAL AUDIT

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has an internal audit system commensurate with the size and nature of its business. The Board has appointed M/s Garg Mukesh & Co., Chartered Accountants, as the Internal Auditors of the Company. The Internal Auditors conduct periodic audits covering operational, financial and compliance areas and submit their reports to the Audit Committee. The recommendations of the Internal Auditors are reviewed by the Audit Committee/Board and implemented on an ongoing basis.

35. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company for the financial year under review.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS

The Honble NCLT, New Delhi Bench, vide its order dated June 11, 2024, approved the Resolution Plan of the Company submitted by SA Infrastructure Consultants Private Limited (SRA), pursuant to which the management and control of the Company vests with the reconstituted Board of Directors. Other than the aforesaid, and the matters set out below, no other significant or material order has been passed by any regulator, court or tribunal during the year under review that would impact the going concern status of the Company or its future operations.

(a) Writ Petitions/Court Proceedings Consequent to Resolution Plan Implementation

Several writ petitions have been filed by the Company before various High Courts, seeking directions to give effect to the Approved Resolution Plan and for extinguishment/withdrawal of demands, attachments and proceedings pertaining to the pre-CIRP period, including in relation to statutory dues under the GST, Income Tax and Provident Fund laws, referred to below. These matters are currently pending before the respective High Courts.

(b) GST Matters

As at March 31, 2026, demands aggregating Rs.2,205.40 Lakhs are reflected against the Company on the GST portal, pertaining to the pre-Resolution period under the CIRP. These demands stand fully extinguished in terms of the Approved Resolution Plan. The GST Department of Bihar and Punjab has, however, auto-debited Rs.70.40 Lakhs and Rs.3.85 Lakhs respectively from the Companys electronic ledger, which is being contested by the Company and has accordingly been recognised as recoverable in the financial statements.

(c) Income Tax Matters

Demands aggregating Rs.53,692.47 Lakhs are reflected against the Company on the Income Tax portal, and Rs.5,622.18 Lakhs on the TRACES portal (TDS/TCS), pertaining to the pre-Resolution period. These demands stand fully extinguished in terms of the Approved Resolution Plan; however, they continue to appear on the respective portals due to procedural/technical reasons. The Company has filed a writ petition before the Honble High Court, which is currently pending, and no further liability is expected to arise in respect of these matters. Separately, pursuant to the resolution plan, the Company has filed applications under Section 119(2)(b) of the Income-tax Act, 1961 seeking condonation of delay in filing pending income tax returns for financial years 2017-18 to 2023-24, which have been rejected by the competent authority; the Company has filed a writ petition before the Honble High Court against the Income Tax Department, which is currently sub judice.

(d) EPFO Matters

An order dated November 24, 2023 was passed under Section 7A of the Employees Provident Funds and Miscellaneous Provisions Act, 1952, determining provident fund dues amounting to Rs.7,698.10 Lakhs for the period April 2008 to March 2012. These dues have been dealt with under the Approved Resolution Plan. As per the terms of the Resolution Plan, it is stated that the Information Memorandum discloses a demand of Rs.10,867.00 Lakhs by the Central Board of Trustees (EPFO), which matter is pending before the Honble Delhi High Court. In the event the said amount (or any part thereof) becomes payable pursuant to the final directions of the concerned court (including any appeal which may be lodged before a superior court), the Resolution Applicant shall cause the Company to pay the same after exhausting all legal remedies available to the Company. The demand was subsequently reassessed and reduced to 7,698.10 Lakhs through the order dated November 24, 2023. The Company filed a review application under Section 7B(1) of the EPF & MP Act on November 22, 2024, which is currently under adjudication before the EPF Appellate Tribunal, Delhi.

(e) Proceedings under the IBC, 2016 against Subsidiaries/Associates

During the year under review, proceedings under the Insolvency and Bankruptcy Code, 2016 (IBC) were ongoing in respect of certain subsidiaries of the Company. Applications under Section 7 of the IBC have been admitted against Bareilly Highways Project Limited, Haridwar Highways Project Limited and Era Infrastructure (India) Limited, and the said entities are presently undergoing Corporate Insolvency Resolution Process (CIRP). Accordingly, the management and control of the affairs of these entities vest with their respective Resolution Professionals, in accordance with the provisions of the IBC.

Further, proceedings under the IBC are pending before the Honble National Company Law Tribunal (NCLT) in respect of West Haryana Highways Projects Private Limited. As on the date of this Report, the application in respect of West Haryana Highways Projects Private Limited is pending adjudication and CIRP has not commenced in respect of the said entity.

(f) Avoidance Transactions and their Treatment under the Approved Resolution Plan

The Honble NCLT, Principal Bench, New Delhi, vide its order dated May 8, 2018, admitted the CIRP of the Company. During the CIRP, the erstwhile Resolution Professional (E-RP) identified certain transactions undertaken prior to commencement of CIRP that were alleged to be preferential, undervalued, fraudulent or extortionate in nature (PUFE Transactions) and filed applications before the Honble NCLT under the relevant provisions of the IBC seeking appropriate reliefs. A summary of the avoidance applications reported by the E-RP is set out in Annexure - A5 to this Report.

The Resolution Plan of the Company, as approved by the Honble NCLT vide its order dated June 11, 2024, clarified that the Resolution Professional/any other person authorised by the assenting Financial Creditors shall have the exclusive right to pursue, defend, settle or otherwise deal with the avoidance applications, and that any recoveries arising therefrom shall not form part of the assets of the Company available for distribution to the SRA/Company but shall be passed through to the assenting Financial Creditors, net of costs. Post approval of the Resolution Plan, the Oversight Committee has taken over these applications, and M/s SDPS Partners LLP has been appointed as the Legal Representative for pursuing the avoidance applications that remain pending before the Honble NCLT.

(g) Arbitration Claims and Recovery Efforts

One of the key value drivers under the Approved Resolution Plan is the recovery of contractual receivables and arbitral claims arising from legacy infrastructure and EPC contracts of the Company. During the year, the management continued to pursue arbitration proceedings before various judicial and arbitral forums. The recoveries from such proceedings, as and when realised, are to be shared between the Company and the assenting Financial Creditors in the manner set out in the Approved Resolution Plan.

37. PROCEEDINGS UNDER THE PREVENTION OF MONEY LAUNDERING ACT, 2002 (PMLA)

The Directorate of Enforcement (ED) had, in the past, issued Provisional Attachment Orders (PAO) attaching certain movable and immovable assets of the Company and its subsidiaries, pursuant to search and seizure operations conducted by the ED, the Central Bureau of Investigation, and the Income Tax Department in earlier years.

Upon implementation of the Resolution Plan, the management, ownership and control of the Company vested with the reconstituted Board of Directors. In light of the implementation of the Resolution Plan and Section 32A of the IBC, the Company preferred an application under Section 8(8) of the PMLA before the Honble Special Court (PMLA) seeking discharge from the proceedings. In the said proceedings, the ED had sought affidavits from both the new Directors and the shareholders to demonstrate compliance with Section 32A of the IBC. The Honble Special Court, vide its order dated February 22, 2025, held that only the new directors/new management of the Company are required to furnish such affidavits, which affidavits were duly filed by the new Directors.

Vide order dated April 4, 2025, the Honble Special Court (PMLA) held that the conditions prescribed under Section 32A of the IBC stood satisfied and discharged the Company from the proceedings arising out of ECIR No. ECIR/DLZO-I/04/2018 under the PMLA. Pursuant to the said order, the bank accounts of the Company which had been marked as lien by the Enforcement Directorate have been released.

The Companys wholly owned subsidiaries, namely Yarikh Realtors Private Limited, Paulo Realtech Private Limited, Zedek Realtors Private Limited and Bragi Developers Private Limited, had also been referred to in the ED proceedings, primarily in the context of shareholding, project ownership and inter-company financial linkages. The Company is taking necessary legal steps to seek release of the attachments over the properties of the aforesaid subsidiaries and to protect their interests.

38. DETAILS OF DIFFERENCE BETWEEN VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS

During the year under review, the Company did not enter into any one-time settlement with any Bank or Financial Institution. Accordingly, the disclosure regarding the difference between the amount of valuation done at the time of one-time settlement and the valuation done while availing loans from Banks or Financial Institutions, as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, is not applicable to the Company for the year under review.

39. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2026 shall be made available on the Companys website at , and the web-link to the Annual return is as follows: .

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out below:

(A) Conservation of Energy

The Company continues to adopt measures aimed at efficient utilisation and conservation of energy in its operations. Considering the nature and scale of operations during the year under review, no capital investment or specific expenditure was incurred on energy conservation equipment or initiatives during the year.

(B) Technology Absorption

The Company continues to adopt appropriate engineering, operational and project management practices with a view to improving operational efficiency. No expenditure was incurred on research and development, technology absorption, adaptation or innovation during the year under review.

(C) Foreign Exchange Earnings and Outgo

During the year under review, the Company had no foreign exchange earnings or outgo. Further, the Company had no unhedged foreign currency exposure as at March 31, 2026, as disclosed in the relevant Notes to the Financial Statements.

41. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the provisions relating to Corporate Social Responsibility (CSR) were applicable to the Company during the Financial Year 2025-26.

Based on the computation of net profits in accordance with Section 198 of the Act for the three immediately preceding financial years, the Company had an average loss and, accordingly, the prescribed CSR expenditure for the Financial Year 2025-26 was Nil.

Further, since the amount required to be spent by the Company towards CSR was not exceeding 50 lakh, in terms of Section 135(9) of the Act, the requirement to constitute a separate CSR Committee was not applicable and the functions of the CSR committee were to be discharged by the Board of Directors.

The Annual Report on CSR Activities for the Financial Year 2025-26, as required under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed hereto as Annexure - A6 and forms an integral part of this Report.

42. RISK MANAGEMENT

The Company has a structured risk management framework to identify, assess, monitor and mitigate business risks. The key risks currently facing the Company include risks relating to

(i) recovery of arbitration awards, trade receivables and other legacy claims,

(ii) completion of the residual steps under the Approved Resolution Plan,

(iii) pending litigation, arbitration and regulatory proceedings described elsewhere in this Report, and

(iv) re-establishment of the Companys EPC order book and operations. The Board and the Audit Committee periodically review the risk management framework and the steps taken by the management to mitigate the identified risks. In the opinion of the Board, there is no element of risk which, in its view, may threaten the existence of the Company, other than as disclosed in this Report and in the Notes to the Financial Statements.

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The requirement to submit a Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of the SEBI LODR Regulations is presently applicable only to the top 1,000 listed entities by market capitalisation. As the Company does not fall within the said category, the requirement to annex a BRSR to this Report is not applicable for the year under review.

44. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of the relevant nature during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of sweat equity shares.

Issue of shares under any Employee Stock Option Scheme.

Voting rights not exercised directly by employees of the Company in respect of shares purchased under any scheme referred to in Section 67(3) of the Act.

Application made or proceeding pending under the IBC during the year, except as disclosed elsewhere in this Report.

Instances of one-time settlement with any Bank or Financial Institution during the year, except to the extent covered under the Approved Resolution Plan implemented during the previous financial year.

45. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite certificate from M/s Supreet Kaur & Associates, Practicing Company Secretaries confirming compliance of conditions of Corporate Governance is also annexed to the Corporate Governance Report.

46. CEO AND CFO CERTIFICATE

CEO and CFO Certificate as prescribed under Schedule II of Part B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

47. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), including Secretarial Standard-1 on Meetings of the Board of Directors (SS-1) and Secretarial Standard-2 on General Meetings (SS-2).

48. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the valuable contribution made by the employees, consultants and business associates of the Company at all levels, whose competence, diligence, solidarity, co-operation and support has enabled the Company to continue its progress in stabilising its operations pursuant to implementation of the Resolution Plan.

The Board also gratefully acknowledges the continued assistance, guidance and co-operation extended by the Successful Resolution Applicant, the assenting Financial Creditors, the Oversight Committee, the Honble National Company Law Tribunal, the Central and State Government departments, regulatory authorities, BSE Limited, the National Stock Exchange of India Limited, RTA, bankers, customers, vendors and the shareholders of the Company, and looks forward to their continued support in the years ahead.

The Board also gratefully acknowledges the continued assistance, guidance and co-operation extended by the Successful Resolution Applicant, the assenting Financial Creditors, the Oversight Committee, the Honble National Company Law Tribunal, the Central and State Government departments, regulatory authorities, BSE Limited, the National Stock Exchange of India Limited, RTA, bankers, customers, vendors and the shareholders of the Company, and looks forward to their continued support in the years ahead.

For & on behalf of the Board of Directors of

ERA INFRA ENGINEERING LIMITED

Sd/-	Sd/-
Arun Kumar Jha	Sibanarayan Nayak
Managing Director & CEO	Additional Director
DIN: 07458418	DIN:01832348
Sd/-	Sd/-
Arunima Trigunayat	Yogesh Kumar
Company Secretary	Chief Financial Officer
M.No.A38917