IL&FS Engineering & Construction Co Ltd Directors Report

The Members

IL&FS Engineering and Construction Company Limited (IECCL)

Your Directors take pleasure in presenting 37th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2026.

I. FINANCIAL RESULTS : (in Crores)

Particulars	Standalone Financial Statements		Consolidated Financial Statements
	FY\u2019 2026	FY\u2019 2025	FY\u2019 2026	FY\u2019 2025
Revenue from Operations	187.92	321.38	187.92	321.38
Other Income	69.85	50.95	70.27	50.95
Total Income	257.77	372.33	258.19	372.33
Profit/(Loss) before Interest, Depreciation, Exceptional Items and Tax	11.85	(21.62)	12.24	(21.62)
Finance Cost	2.60	3.96	2.60	3.96
Profit/(Loss) before Depreciation, Exceptional Items and Tax	9.25	(25.57)	9.63	(25.58)
Less: Depreciation and Amortization Expenses	6.44	6.92	6.44	6.92
Profit/(Loss) before Exceptional Items & Tax	2.82	(32.49)	3.19	(32.50)
Exceptional Item (Net)	2.63	(27.57)	2.63	(27.57)
Profit/(Loss) Before Tax	0.19	(4.92)	0.56	(4.93)
Tax expense - Deferred tax	-	-	-	-
Profit/(Loss) After Tax	0.19	(4.92)	0.56	(4.93)
Share of profit in Joint ventures accounted for using equity method	-	-	0.77	0.05
Profit / (Loss) for the year	1.94	(0.12)	(1.94)	(0.12)
Total Comprehensive Income for the year	(1.75)	(5.04)	(0.61)	(5.00)
Paid up Equity Capital	131.12	131.12	131.12	131.12
Earnings per share (in Rupees)
- Basic	0.01	(0.38)	0.10	(0.37)
- Diluted	0.01	(0.38)	0.10	(0.37)

II. OPERATIONAL HIGHLIGHTS :

During the year ended March 31, 2026, your Company achieved a turnover of Rs. 257.77 Crore on a Standalone basis as against Rs. 372.33 Crore in the previous year ended March 31, 2025. The net profit for the year amounted to Rs. 0.19 Crore as against net loss Rs. 4.92 Crore in the previous corresponding year.

The Company continues defaulting on existing loans to lenders including borrowing from promoters and follows the terms of the moratorium of Hon ble NCLAT, Mumbai.

III. DIVIDEND :

No dividend is recommended.

IV. RESERVES :

No amount is transferred to Reserves for financial year ended March 31, 2026.

V. CHANGES IN THE NATURE OF BUSINESS

During the year under review, there has been no change in nature of business of the Company.

VI. THE STATE OF AFFAIRS OF THE COMPANY :

The Company has executed orders worth Rs. 187.92 Crore (approx.) during the year as compared to Rs. 321.38 Crore last year, and had closing order book value of Rs. 12.89 Crore vis-a-vis Rs. 635 crore last year. Your Company is part of the Infrastructure Leasing and Financial Services Limited ( IL&FS ) group and is awaiting its resolution as per the framework approved by the of Hon ble National Company Law Appellate Tribunal (NCLAT), Delhi. The resolution process is under the consideration for approval by Hon ble Justice DK Jain, (Retd.), posterior which, the approval of the Hon ble NCLT, Mumbai, shall be obtained as a pre-requisite for resolution of the Company.

VII. SHARE CAPITAL :

During the year under review, there was no change in the share capital of the Company. Shares held by Directors :

None of the Directors of the Company hold any shares or any convertible instruments of the Company.

VIII. DEPOSITS :

During the year under review, your Company has not accepted any deposit from public under Chapter V of the Companies Act,

2013.

IX. DIRECTORS :

The Non-executive Directors hold the entire composition of the Board of Directors of the Company. The composition is in compliance with Regulation 17 of SEBI LODR read with Article 117 of Articles of Association of the Company. During the Financial Year 2025-26, Mr. Subrata Kumar Atindra Mitra and Dr. Jagadip Narayan Singh, were re-appointed for a second tenure of five years as Independent Directors of the Company. The approval of shareholders was obtained in support of the said appointment through postal ballot on 5th January, 2026. No relative(s) of Directors have/has been appointed to the office or place of profit in the Company during the year. The Board of Directors as on March 31, 2026, comprise the following six non-executive directors.

Sl.No. Name of Director	Nature of Directorship	Date of Appointment
1. Mr. Nand Kishore	Non-executive Nominee Director	October 3, 2022
2. Mr. Subrata Kumar Atindra Mitra	Independent Director	*January 15, 2021
3. Dr. Jagadip Narayan Singh	Independent Director	*January 15, 2021
4. Mr. Danny Samuel	Non-executive Nominee Director	September 30, 2023
5. Ms. Preeti Grover	Independent Director	September 30, 2023
6. Ms. Lubna Ahmad Usman	Non-executive Nominee Director	February 11, 2025

*Reappointed for second term of five years with effect from 15th January 2026.

None of the Directors of the Company are inter-se related to each other.

Non-Executive Directors

The Non-Executive Directors are paid sitting fee & reimbursement of expenses, if any for attending the meetings of Board and various Committees. The approval of the Audit Committee has been duly obtained for payment of sitting fees and expenses as aforesaid, to Promoter Directors and other members of the Board. Except as mentioned above, no other payments were made by the Company to the Directors and the Company does not have any pecuniary relationship or transactions with any of the members of the Board.

Declaration by Independent Directors u/s 149(6)

Further the Independent Directors have provided requisite declarations as per Section 149(6) of The Companies Act, 2013. The Independent Directors possess integrity, expertise (including proficiency), and experience to hold the Directorship in the

Company.

X. MANAGERIAL REMUNERATION POLICY :

The policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, is available on the website of the Company at https://ilfsengg.com/html/policies. php

XI. KEY MANAGERIAL PERSONNEL :

Mr. Kazim Raza Khan, Chief Executive Officer, Mr. Naveen Kumar Agrawal, Chief Financial Officer and Mr. Rajib Kumar Routray, Company Secretary continue to be the Key Managerial Personnel of the Company in FY 26.

XII. DIRECTORS RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) That such accounting policies have been selected and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of March 2026 and of the profit of the company for that period; c) Proper and sufficient care has been taken 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) That subject to the Management s assessment of appropriateness of going concern assumption basis the negative indicators, the Annual Accounts have been prepared on a going concern basis. e) That proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and, f) That proper systems were devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors and the reviews performed by management and the

Audit Committee, the Board is of the opinion that the Company s internal financial controls were adequate and effective during FY 2025-26.

XIII EMPLOYEE STOCK OPTIONS AND SWEAT EQUITY SHARES :

During the financial year, the Company did not grant, issue, or allot any Employee Stock Options (ESOPs) or Sweat Equity shares. Accordingly, there are no outstanding options or shares under these categories.

XIV. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHNAGE EARNINGS AND OUTGO:

(Figures in Rs. Crores)

A) Conservation of energy
i) The steps taken or impact on conservation of energy;	The conservation of energy in all the possible areas is undertaken by the Company as an important means of achieving cost reduction, savings in electricity, fuel and power consumption.
ii) The steps taken by the Company for utilizing alternate sources of energy;	NIL
iii) The capital investment on energy conservation equipment;	NIL
B) Technology absorption
i) the efforts made towards technology absorption;	Timely completion of the projects as well as meeting the budgetary requirements are the two critical areas where different techniques help to that extent. Many innovative techniques have been developed and put to use in past and the efforts to develop new techniques continue unabated.
ii) the benefits derived like product improvement, cost reduction, product development or import 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;
b) the year of import;
c) whether the technology been fully absorbed
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	NA
(iv) The expenditure incurred on research and development	Nil
(C) FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign exchange earned in terms of actual inflows during the year	Nil
Foreign exchange outgo during the year in terms of actual outflows	0.23

XV. BOARD AND ITS COMMITTEES : (a) Board of Directors :

The Board of Directors of the Company met 5 (five) times including through video conferencing/other Audio-Visual means on May 28, 2025, August 11, 2025, November 14, 2025, February 5, 2026 and February 21, 2026. All other details are mentioned in the Corporate Governance section of this report.

(b) Audit Committee :

The Audit Committee of the Board of Directors of the Company comprises 3 (three) Member-Directors with majority being Independent. During the year, under review there was no change in the composition of the Committee. The details including dates of meetings, attendance and other details of the meetings of Audit Committee are mentioned in the Corporate Governance section of this report.

During the year under review, all the recommendations/submissions of the Audit Committee were accepted by the Board of Directors. Further the members of the Committee are competent to read and understand the Financial Statements.

(c) Stakeholders Relationship Committee :

The Stakeholders Relationship Committee of the Company comprises 3 (three) Members- Directors. During the year under review there was no change in the Composition of the Committee. The details of composition, attendance, and other details are mentioned in the Corporate Governance section of this report.

(d) Corporate Social Responsibility Committee :

The Company s Corporate Social Responsibility Committee (CSR) formed on March 18, 2014, was last reconstituted on February 11, 2025. During the year under review there was no change in the Composition of the Committee. The details of composition of CSR Committee are mentioned in the Corporate Governance section of this report. The policy on CSR is available on the website of the Company at https://ilfsengg.com/html/policies/CSR_Policy.pdf. The meeting of Committee was not held during the Financial Year 2025-26 as the Company was not required to spend on account of Corporate Social Responsibility obligations as per Section 135 of the Companies Act, 2013 and the Rules, made thereunder.

(e) Nomination and Remuneration Committee :

The Nomination and Remuneration Committee of the Company comprises 3 (three) Members-Directors. One of the

Independent Directors holds the position of Chairperson of the Committee. During the year under review, there was no change in the composition of the Committee. The details including dates of meetings, attendance and other details of the meetings of Nomination and Remuneration Committee are mentioned in the Corporate Governance section of this report.

(f) TCWG Committee :

In terms of Circular dated 7th January, 2026 by National Financial Reporting Authority (NFRA), a Committee titled Those Charged with Governance (TCWG) was formed on 5th February, 2026. The Members of the Committee comprise of all the members of Board of Directors besides Key Managerial Personnel (KMP) of the Company.

The two-way communication has been approved by the Committee, and the bi-annual meetings have been convened, as per the requirements of the aforesaid circular, as on the date of this report.

XVI. RISK MANAGEMENT COMMITTEE :

The constitution of a Risk Management Committee is not applicable as the requisite statutory criterion does not trigger formation of the said Committee. However, the Board of Directors have formulated a Risk Management Policy consisting of various elements of risk and mitigation measures.

The Board of Directors of the Company is responsible for overseeing the implementation of the Risk Management Policy. In the opinion of the Board, the policy on risk management addresses the risks associated with the business including identification of elements of risks which may threaten the existence of the Company. The Board of Directors/Audit Committee reviews the risk assessment and mitigation procedures across the entity from time to time. The critical enterprise level risks of the Company and the mitigation measures being taken are provided in the Management Discussion and Analysis Report.

XVII. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES :

As per Section 129(3) of the Companies Act, 2013 and Regulation 34 of the Listing Regulations, the Consolidated Financial

Statements of the Company forms part of this report. The copies of Audited Financial Statements of all the Subsidiaries except

Maytas Infra Saudi Arabia Company (MISA), a foreign Joint Venture Subsidiary and also a Saudi Binladen Group Co., are available on the website of the Company at www.ilfsengg.com. The Commercial Registration status of MISA as per the records of Kingdom of Saudi Arabia issued on 10th July 2011 is valid for 25 years, although the said subsidiary is not authorized to conduct business post expiry of license on 2nd December 2017. This has led to non-receipt of audited financial statements of

MISA by your Company. Further The Company had issued a Corporate Guarantee for SAR 103 Million (equivalent to Rs. 256.57

Crores for FY 2025-26) on 30th July 2012, to MISA against a loan of SAR 64,497,365, availed by MISA.

MISA has ceased its operations for a period more than three years. It has remained non-operational since the Mecca tragedy and the Company has not had access to its financial information thereafter. Accordingly, the financial statements of MISA have not been consolidated in the Group financial statements, which has been referred to by the Statutory Auditors in their qualified opinion.

During the year, the Board has considered a proposal for initiating the closure/ liquidation process of MISA in consultation with other Joint Venture-cum-shareholder of MISA in accordance with the applicable laws of KSA.

SUBSIDIARY ENTITIES :

The Following are the subsidiaries of your Company:

1. Angeerasa Greenfields Private Limited

2. Ekadanta Greenfields Private Limited

3. Saptaswara Agro-Farms Private Limited

4. Maytas Metro Limited

5. Maytas Infra Assets Limited

6. Maytas Vasishta Varadhi Limited

7. Maytas Infra Saudi Arabia (Foreign Subsidiary)

No Company has become or ceased to be a subsidiary during the year under review.

INVESTING PARTIES IN RESPECT OF WHICH THE REPORTING ENTERPRISE IS AN ASSOCIATE

SBG Projects Investments Limited

Joint Ventures (Association of Persons) :

1. NCC Maytas (JV)

2. NEC NCC Maytas (JV)

3. Maytas NCC (JV)

4. NCC Maytas (JV) (Singapore Class Township)

5. Maytas CTR (JV)

6. NCC Maytas ZVS (JV)

7. ITNL - IECCL JV

The Company has following joint ventures, which are in the nature of joint operations:

1. Maytas KBL (JV)

2. Maytas KCCPL Flow more (JV)

3. Maytas MEIL KBL (JV)

4. Maytas MEIL ABB AAG (JV)

5. MEIL Maytas ABB AAG (JV)

6. MEIL Maytas KBL (JV)

7. MEIL Maytas WIPL (JV)

8. MEIL Maytas AAG (JV)

9. MEIL SEW Maytas BHEL (JV) 10. L&T KBL Maytas (JV) 11. Maytas Rithwik (JV) 12. Maytas Sushee (JV) 13. Maytas Gayatri (JV) 14. IL&FS Engg Kalindee (JV) 15. AMR-Maytas-KBL-WEG (JV) 16. ITDC-Maytas (JV)

Further none of the entities have been associated/ disassociated as Joint Ventures of your Company during the year under review.

The performance and financial position of the Subsidiaries, Joint Ventures and Associates Companies are enclosed as

Annexure 1 to this report as per AOC-1.

XVIII. HOLDING COMPANY :

Your Company continues to remain the subsidiary of M/s. Infrastructure Leasing and Financial Services Limited in terms of the provisions of Section 2 (87) (i) of the Companies Act, 2013 by virtue of Holding Company s control over the composition of

Board of Directors of the Company.

XIX. AUDITORS AND AUDITORS REPORT : (a) Statutory Auditors :

M/s. M Bhaskara Rao & Co., Chartered Accountants, (Firm Registration No. 000459S) Statutory Auditor has carried out Statutory Audit of the Financial Statements of the Company for the Financial Year 2025-2026. Your Board has approved the audited standalone and consolidated financial statements for the Financial Year ended 31st March 2026. The Board has also noted the (unmodified / modified) opinion in the Auditor s Report on the Standalone and Consolidated Financial Statements for the Year ended March 31, 2026.

Standalone Financial Statements: (Para from Auditors Report)

(i) Material uncertainty related to going concern: Attention is invited to Note 30 regarding continued losses, erosion of net-worth as at the year end, and significant reduction in the Company s income from operations and other matters detailed in the said note. These events and conditions indicate a material uncertainty which cast a significant doubt on the Companys ability to continue as a going concern, and therefore it may not be able to realise its assets and discharge its liabilities including potential liabilities in the normal course of business. The ability of the Company to continue as a going concern is solely dependent on the finalisation and approval of the resolution process, which is not wholly within the control of the Company.

(ii) Note 31(a)(v) regarding ongoing investigations by Serious Fraud Investigation Office of Ministry of Company Affairs (SFIO), Enforcement Directorate (ED) and other regulators / agencies against Infrastructure Leasing & Financial Services Limited ( IL&FS ) and some of its subsidiaries (including the Company). The standalone financial statements of the Company for the year ended on March 31, 2026 do not include adjustments, if any, that may arise on account of the ongoing investigations by the investigating and other agencies and Regulatory Authorities.

(iii) Note 51 regarding non-receipt of confirmation of balances as at March 31, 2026 from some customers and vendors. In the absence of confirmations, the adjustments, if any, on account of unsettled transactions, to the carrying values of assets and liabilities cannot be ascertained.

(iv) Note 52 relating to non-recognition of interest expense on borrowings availed by the Company, pursuant to the Interim Order and the Judgement passed by NCLAT specifying October 15, 2018 as cut-off date for initiation of resolution process, of Rs.460.44 Crores (excluding penal/other interest and charges) for the year ended March

31, 2026. Aggregate amount of interest expense not so recognized as at March 31, 2026 is Rs.3080.33 Crores approximately.

Consolidated Financial Statements :

(i) We draw attention to note 3(a)(vii) and 32(b) to the consolidated financial statements regarding non-consolidation of financial statements and other financial information of an overseas subsidiary Maytas Infra Saudi Arabia Company for the reasons stated in said notes. We are unable to comment on impact on the consolidated financial statements for the year, carrying values of assets / liabilities and retained earnings of the Group, had the subsidiarys financial statements and other financial information been consolidated.

(ii) Material uncertainty related to going Concern: Attention is invited to Note 30 regarding continued losses, erosion of net-worth as at the year end and significant reduction in the Holding Company s income from operations and other matters detailed in the said paragraph. Further, all subsidiaries considered for consolidation have not commenced their operations for a substantial period and their respective financial going concern. These events and conditions indicate a material uncertainty which cast a significant doubt on the

Groups ability to continue as a going concern, and therefore it may not be able to realise its assets and discharge its liabilities including potential liabilities in the normal course of business. The ability of the Holding Company to continue as a going concern is solely dependent on the finalisation and approval of the resolution process, which is not wholly within the control of the Group.

(iii) Note 31(a)(v) regarding ongoing investigations by Serious Fraud Investigation Office of Ministry of Company Affairs (SFIO), Enforcement Directorate (ED) and other regulators / agencies against Infrastructure Leasing & Financial Services Limited ( IL&FS ) and some of its subsidiaries (including the Company). The consolidated financial statements of the Holding Company for the year ended on March 31, 2026 do not include adjustments, if any, that may arise on account of the ongoing investigations by the investigating and other agencies and Regulatory Authorities.

(iv) Note 50 regarding non-receipt of confirmation of balances as at March 31, 2026 from some customers and vendors. In the absence of confirmations, the adjustments, if any, on account of unsettled transactions, to the carrying values of assets and liabilities cannot be ascertained.

(v) Note 51 relating to non-recognition of interest expense on borrowings availed by the Company, pursuant to the Interim Order and the Judgement passed by NCLAT specifying October 15, 2018 as cut-off date for initiation of resolution process, of Rs.460.44 Crores (excluding penal/other interest and charges) for the year ended March

31, 2026. Aggregate amount of interest expense not so recognized as at March 31, 2026 is Rs.3080.33 Crores approximately.

Explanation to the Qualifications

Your Board has noted the modified opinion on consolidated financial statements including by the Statutory Auditors in FY 2025-26 as the continued/repetitive ones. These observations are continued/repetitive in nature. The modified opinion pertains to the non-consolidation of the financial statements of the overseas subsidiary, Maytas Infra Saudi Arabia Company, in the consolidated financial statements. The investment in this subsidiary has been fully provided for, and there have been no operations in the entity for over three years. Accordingly, the management believes that the exclusion of its financial information does not have any material impact on the consolidated financial statements of the Company.

Internal Financial Controls :

The Company has institutionalized internal control in the form of standard operating procedures with an objective of orderly and efficient conduct of its business, safeguarding the Company s assets, accuracy and completeness of accounting records, and compliance with applicable statutory requirements. The

Company is having Oracle e-Business Suite as Enterprise Resource Planning (ERP) System for recording transactions in an integrated way with a complete audit trail.

The Company has also engaged a firm of Chartered Accountants for Internal Audit purposes. The draft internal audit findings of the Internal Auditor covering various business areas, processes, and functions and Action Taken Reports are first reviewed by the management with the Internal Auditor and Auditees. Post, the Internal Auditor presents their report to Audit Committee. The Committee reviews and deliberates on the audit points and issues necessary directions to the management, recommend and submit to the Board of Directors for appropriate directions, basis the categorisation of risks. Besides CEOs and CFOs, other senior executives representing Auditee are invited to join, as and when required in the meetings of Audit Committee for answering to the queries, and clarifications, if any of Members of the Committee. Thus, internal financial controls laid down by the Directors to be followed by the company are adequate and were operating effectively.

(b) Secretarial Audit Report and Appointment of Secretarial Auditors :

In terms of the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s MAKS

& Co., Practicing Company Secretaries, Noida, to conduct the Secretarial Audit of the Company for a period of 5 consecutive years commencing from FY 2025-2026 to FY 2029-2030. The Secretarial Audit Report for the Financial Year ended March 31, 2026, is enclosed as Annexure 3 to this report. The observations made by the Secretarial Auditors and the corresponding explanations provided by the management are enclosed therein in Annexure-II to Secretarial Audit Report.

(c) Cost Auditors :

M/s Narasimha Murthy & Co., Cost Accountants (FRN: 000042) were appointed as Cost Auditors of the Company for FY 2025-26 to conduct the audit of cost records of the Company pertaining to Roads & Other Infrastructure Projects categorized as the scheduled product/ service areas as per Section 148(1) of The Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014 ( the Rules ). Accordingly, your Company is making and maintaining the requisite cost records which are audited every year, and the Cost Audit report for FY 2025-26, shall be filed with the

Ministry of Corporate Affairs in due course.

A certificate from the Cost Auditors, certifying their independence and arm s length relationship has been received by the Company. As per the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors is required to be ratified and confirmed Accordingly, resolution seeking members ratification for the remuneration payable to M/s Narasimha Murthy & Co., Cost

Accountants is included in the Notice convening the AGM.

(d) Reporting of Fraud by Auditors:

During the year under review, the Statutory Auditors, Secretarial Auditor and Cost Auditors have not reported any instance of fraud in respect of the Company, by its officers or employees under Section 143(12) of the Act

(e) Secretarial Standards:

The Secretarial Standards i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India, have been duly followed by the Company.

XX. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

The Related Party Transactions (RPT) of the Company, if any are transacted as per the Company s RPT Policy. The Policy is consistent with the latest changes brought about by SEBI. All the Related Party Transactions are pre-approved by the Audit Committee irrespective of their nature and dynamics of transactions. The Related Party Transaction Policy is available on the website of the Company on link RelatedPartyTransactionPolicy2025.pdf.

During the year under review, the details of transactions with related parties entered into pursuant to Section 188(1) of the

Companies Act, 2013 read with the relevant rule is as follows. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2 for FY 2025-26 forms a part of this report as Annexure 2.

Name of related party	Nature of transactions	Amount in INR As on 31st March, 2026
IL&FS Transportation Networks Limited	Storage Charges	43,951.00
Roadstar Investment Managers Limited	Deputation Fee	8,00,000.00

XXI. MANAGEMENT DISCUSSION AND ANALYSIS :

A separate section titled Management Discussion and Analysis comprising details as required under Regulation 34 read with Schedule V of the Listing Regulations form part of this Annual Report.

XXII. SIGNIFICANT BENEFICIAL OWNERSHIP (SBO) : rectly or indirectly NoIndividual(s)personholdstherequisitebeneficialinterests in the Company.

XXIII. CORPORATE GOVERNANCE :

A separate section titled Report on Corporate Governance including a certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is enclosed to the

Report on Corporate Governance and forms part of this Annual Report.

XXIV. DISCLOSURES : (a) Annual Return :

The Annual Return as per Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is available on the website of the company at path Home > Investors > Disclosures Under Regulation 46 of SEBI (LODR) Regulations 2015, and link https://www.ilfsengg.com/html/ DisclosuresUnderRegulation46ofSEBI(LODR)Regulations2015.php.

(b) Vigil Mechanism :

In terms of the provisions of the Section 177 of the Companies Act, 2013 and Listing Regulations, the Company has established a Vigil Mechanism through its Whistle Blower Policy for directors and employees to report concerns about unethical behaviour, actual/suspected frauds and violation of Companys Code of Conduct.

(c) Policy on Prevention of Sexual Harassment :

In terms of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013, the Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment of all employees including permanent, contractual, temporary, trainees.

Further, the Company has adequate systems, processes, and policies to ensure professional ethics and harmonious working environment. The Company follows Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Sexual Harassment Policy, and Redressal Guidelines. The details required under

Rule 8(5)(x) of The Companies (Accounts) Rules, 2014, are as follows : (a) number of complaints of sexual harassment received in the year: NIL (b) number of complaints disposed off during the year: NIL

(c) number of complaints pending for more than ninety days: NIL

(d) Compliance with the provisions of the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder.

(e) Particulars of Loans, Guarantees or Investments under Section 186

Your Company has not provided any Loans, Guarantees or Investment under Section 186 of the Companies Act, 2013 during the period under review.

(f) Particulars of employees and related disclosures

The disclosures relating to ratio of remuneration of each director to the median employees remuneration and other details as per Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1), (2) and (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 4 to this Report.

Having regard to the provisions of the second proviso to Section 136(1) read with Section 197(12) of the Act and as prevalent, the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration more than the limits set out is open for inspection at the Registered office of your

Company:

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees; (ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that in the aggregate, was not less than eight lakh and fifty thousand rupees per month; (iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

Any member interested in obtaining copy of the same may write to the Company Secretary.

(g) Material changes and comments, if any, affecting the financial position of the Company :

The IL&FS crisis coupled with non-bagging of any major projects have caused stress on the financial position of the Company. However, due to the moratorium issued by Hon ble NCLAT under Section 14 of IBC, the management has been successfully preserving the going concern status, whether material or otherwise and challenges, if any in this regard.

(h) Details of significant and material orders passed by the regulators, courts or tribunals impacting the going concern status of the Company: No new significant and material orders have been passed by Regulators or Courts or Tribunals impacting the going concern status of the Company.

(i) Details in respect of adequacy of Internal Financial Controls

The details of internal financial controls and their adequacy are given in Management Discussion and Analysis Report.

(j) Business Responsibility and Sustainability Report :

Since your company doesn t fall under requisite criterion for the FY 25-26, the requirement of Reporting on Business Responsibility & Sustainability is not applicable to your company.

(k) Performance Evaluation of the Board, Committees and Directors :

Pursuant to the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board has carried out the process of annual performance evaluation of the Board and Committees in FY 2025-26.

(l) Significant and Material orders passed by Regulators or Courts or Tribunals :

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations. This is consistent with situations arising out of IL&FS crisis and various orders of Hon ble National Company Law Tribunal/ National Company Law Appellate Tribunal (NCLT/ NCLAT).

No financial creditor has filed any application for initiating Corporate Insolvency Resolution Process (CIRP) as per Insolvency and Bankruptcy Code, 2016, (IBC) before the NCLT

The Company has not filed on its own any application for initiation of CIRP under IBC before the NCLT.

(l) One Time Settlement/Valuation, if any with Banks or Financial Institutions :

There has neither been any settlement with any Bank(s) or Financial Institution(s) nor any difference in valuation in respect thereof.

(m) Confirmation under Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 on downstream investment :

The Company has only one foreign subsidiary, which is a Joint Venture Company based out of Kingdom of Saudi Arabia, whose accounts are not being consolidated. The same has been duly reported by the Statutory Auditor in their reports.

Apart from the same, there is no downstream investment(s), which requires to be reported as per Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and accordingly disclosure requirements in the Director s report in the

Annual Report of the Indian company, is not applicable to the Company.

Other Disclosures

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review, except as disclosed above:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise. (ii) There were no changes in voting rights of shares in the Company.

(iii) There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 and hence no information is furnished.

(iv) There were no buy-back or capital reduction of shares in the Company.

(v) The Company does not have any Managing or Whole-Time Director, therefore no such disclosure in required to be given in terms of Section 197 (4) of the Act.

XXV. ACKNOWLEDGMENTS :

Your directors place on records their gratitude to the Bankers, Media, Financial Institutions, various agencies of the State and the Central Government Authorities, Clients, Consultants, Suppliers, Sub-Contractors, Members and the Employees for their valuable support and co-operation and look forward to being continued enriched relationships in the years to come.

By order of the Board
For IL&FS Engineering and Construction Company Ltd

Sd/-	Sd/-
Nand Kishore	Danny Samuel
Non Executive Chairman	Director
DIN: 08267502	DIN: 02348138

Place: Gurugram
Date: 27.05.2026