Infra Industries Ltd Directors Report

To,

The Members

Infra Industries Limited

Your Directors take pleasure in presenting the 37th Annual Report and the audited financial statements of the Company for the year ended 31st March 2026.

FINANCIAL HIGHLIGHT:

The financial performance of the Company for the financial year ended 31st March, 2026 is summarized below:

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Revenue from operations	233.03	122.96
Other Income	1.45	1.88
Less: Operational & Other expenses	404.97	341.73
Profit / (Loss) Before Tax	(170.49)	(216.89)
Less: Provision for Tax	-	-
Less: Provision for Deferred Tax	-	-
Profit / (Loss) After Tax and after other comprehensive Income	(170.53)	(216.66)

OPERATIONAL PERFORMANCE / STATE OF COMPANYS AFFAIRS:

During the year your Company has earned Income of Rs.234.48 lakhs as against Rs.124.84 Lakh income during corresponding previous year and has suffered losses of Rs.170.53 lakhs against net loss of Rs.216.66 lakhs in corresponding previous year.

Strong Growth Opportunities for Company in the Water Tank Market:

The water tank market is experiencing strong growth, particularly in India, driven by rapid urbanization, infrastructure development, and increasing awareness of water conservation. As demand for reliable water storage solutions continues to rise, your Company is well-positioned to capitalize on these opportunities through its focus on quality, innovation, and customer needs.

Key Growth Drivers for your Company:

• Rising construction of residential apartments and housing projects;

• Increasing demand for overhead and rooftop water storage systems;

• Government initiatives supporting water conservation and management;

• Expansion of agricultural irrigation and industrial water storage requirements

Infrastructure Investments Creating New Opportunities

Growing investments in water infrastructure are expanding the market for storage solutions. These developments create opportunities for your Company to support:

• Municipal water storage projects;

• Underground reservoir systems;

• Industrial water storage facilities;

• Modernization of aging water supply infrastructure

Commitment to Quality and Reliability

As customers increasingly prioritize safety and durability, your Company continues to focus on:

• Structural strength and performance testing;

• Leak and pressure resistance verification;

• UV-resistant and high-quality materials;

• Compliance with industry standards and regulations;

Looking Ahead

The future of the water storage industry remains promising. Emerging trends such as smart water tank technologies, rainwater harvesting systems, sustainable materials, and expanding industrial applications are expected to drive further growth.

By delivering durable, innovative, and efficient water storage solutions, your Company is well-positioned to meet evolving market demands and contribute to sustainable water management for residential, commercial, agricultural, and industrial customers.

Further there was no change in nature of the business of the Company.

DIVIDEND:

The Board of Directors of your Company, after considering the losses during the current year, has decided not to recommend any dividend for the year.

TRANSFER TO RESERVES:

During the period the Board of Directors has not recommended any amount transfer to reserves as the Company has incurred loss.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

The ongoing West Asia crisis has caused volatility in global crude oil and petrochemical markets while the company has no direct geographical exposure, fluctuations in crude prices indirectly impact the procurement costs of our primary raw materials. Management is closely monitoring these price trends and optimizing procurement strategy to safeguard operational margins and mitigate any potential impact on the companys financial position.

No other material changes have occurred and commitment were made between the end of financial year and the date of report, which could affect the financial position of the Company.

SHARE CAPITAL:

The Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its Order dated 21st March, 2023, approved the Resolution Plan submitted by the Successful Resolution Applicant under the provisions of the Insolvency and Bankruptcy Code, 2016.

Pursuant to the approved Resolution Plan, the existing share capital of the Company was restructured and the shareholding pattern was reconstituted. Accordingly, the equity shareholding of the erstwhile public shareholders was reduced to 1,434 Equity Shares and 41,50,000 Equity Shares were allotted to the Successful Resolution Applicant (SRA). Consequently, the paid-up equity share capital of the Company stood at ^4,15,14,340 divided into 41,51,434 Equity Shares of ?10/- each.

Following the implementation of the Resolution Plan, the SRA/Promoter holding constituted approximately 99.97% of the paid-up equity share capital of the Company, while the public shareholding stood at approximately 0.03%. As the public shareholding was below the minimum level prescribed under Rule 19A of the Securities Contracts (Regulation) Rules, 1957 and the applicable SEBI Regulations, steps were initiated for restoration of the Minimum Public Shareholding ("MPS") requirements.

Thereafter, the Honble National Company Law Appellate Tribunal ("NCLAT"), vide its Order dated 15th July, 2025, approved the proposed modification/restructuring of public shareholding for achieving compliance with the Minimum Public Shareholding requirements. Pursuant to the said Order and the consequential corporate actions undertaken by the Company, the paid- up equity share capital of the Company was revised from ?4,15,14,340 divided into 41,51,434 Equity Shares of ?10/- each to ?4,38,33,160 divided into 43,83,316 Equity Shares of ?10/- each.

Accordingly, as on 31st March, 2026, the paid-up equity share capital of the Company stood at ?4,38,33,160 divided into 43,83,316 Equity Shares of ?10/- each.

During the year under review, the Company has not issued any shares with differential voting rights, nor has it granted any stock options or issued any sweat equity shares.

SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31st March, 2026 the Company does not have any Subsidiary Company, Joint Venture or Associate Company. Hence there are not reportable details.

DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 to 76 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2026 is available on the Companys website at the link www.infra.co.in .

BOARD OF DIRECTORS:

COMPOSITION:

As on March 31, 2026, the Board of Directors of the Company comprised the following Directors:

Sr. No.	Name of the Director	Designation
1.	Sanjay Kumar Jain (DIN: 00313886)	Whole Time Director
2.	Gaurishankar Jhalani (DIN: 00126216)	Non-Executive Director
3.	Rajendra Kumar Sethi (DIN: 01737511)	Independent Director
4.	Sheetal Khandelwal Kothari (DIN: 10286089)	Independent Director

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company your Board of Directors has recommended re-appointment of Mr. Sanjay Kumar Jain, Whole Time Director (DIN: 00313886) of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Further during the year, Mr. Avesh Dhelawat (DIN; 06373842) Non-Executive Director and Mr. Mukesh Vastawat (DIN: 05110729) Independent Director have tendered their resignation on 27th January, 2026 due to other business commitments.

Further, Mr. Manish B. Jain (DIN: 05114815) and Mr. Avesh Dhelawat (DIN: 06373842) were appointed as Additional Directors of the Company with effect from May 26, 2026. The Board of Directors has recommended their appointment as Directors of the Company, liable to retire by rotation, for consideration and approval of the Members at the ensuing Annual General Meeting.

Consequent to the above changes, the composition of the board of directors of the company as on the date of this report is as follows:

Sr. No.	Name of the Director	Designation
1.	Sanjay Kumar Jain (DIN: 00313886)	Whole Time Director
2.	Gaurishankar Jhalani (DIN: 00126216)	Director
3.	Rajendra Kumar Sethi (DIN: 01737511)	Independent Director
4.	Sheetal Khandelwal Kothari (DIN: 10286089)	Independent Director
5.	Manish Badamilal Jain (DIN: 05114815)	Non-Executive Additional Director
6.	Avesh Dhelawat (DIN: 06373842)	Non-Executive Additional Director

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed thereunder. The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013. Further, the details of familiarization program for Independent Directors is also available on website of the Company.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non-Independent Director was also carried out by the Independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process.

STATEMENT OF COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that the Company has complied with applicable secretarial standards.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met at regular intervals during the year to discuss on the past and prospective business of the Company. The Board met 5 (Five) times during the financial years on 20th May, 2025, 22nd July, 2025, 07th August, 2025, 10th November, 2025 and 04th February, 2026.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION:

The Company strives to maintain an appropriate combination of executive, non-executive and Independent Directors. In terms of provisions of Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee constituted is interalia consider and recommends the Board on appointment and remuneration of Director and Key Managerial Personnel and the Companys Nomination and Remuneration Policy is attached as Annexure - A.

FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

The Company with the approval of its Nomination and Remuneration Committee has put in place an evaluation framework for formal evaluation of performance of the Board, its Committees and the individual Directors. The evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc. The evaluation criteria for the Directors was based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

STATUTORY AUDITOR AND AUDIT REPORT:

M/s. Karnavat & Co., Chartered Accountants (Firm Registration Number: 104863W) were appointed as Statutory Auditors from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting of the Company

The Auditors Report to the shareholders for the year under review contains a Disclaimer of Opinion regarding the adequacy and operating effectiveness of the Companys Internal Financial Control over Financial Reporting.

The Board clarifies that due to administrative delays, certain control documentation and process explanations could not be fully complied within the audit timelines this disclaimer relates solely to documentation gaps and does not impact the accuracy of financial statement.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed M/s. Shreyans Jain & Co, Practicing Company Secretaries as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2025 - 26. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. The report of Secretarial Auditor for the FY 2025 - 26 is annexed to this report as Annexure - B.

The observations in the secretarial auditors report are self-explanatory and not require any further comments.

COST RECORD:

The provision of cost audit as per section 148 is not applicable to the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate as per the nature of the business, the size of its operation. The Company has an in-house Internal Audit (“IA”) department that functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. Remediation of deficiencies by the IA department has resulted in a robust framework for internal controls.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which are required by the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Companys Act, 2013 confirm that:

a) All applicable Accounting Standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) they have selected such Accounting Policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2026 and of the loss 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 provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;

e) The Company follows stringent internal financial controls and that such internal controls are adequate and are operating adequately;

f) There is proper system devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES AS PER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the particulars related to conservation of energy, technology, absorption and foreign exchange earnings and outgo are given in “Annexure C” to this report.

AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation 18 of the SEBI (LODR) Regulations, 2015. The Audit Committee met (Four) times during the financial years on 20th May, 2025, 07th August, 2025, 10th November, 2025 and 04th February, 2026.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) of Directors was constituted by the Board of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.The Nomination and Remuneration Committee met 1 (Once) time during the financial years on 20th May, 2025

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178(5) of the Companies Act, 2013 and the Regulation 20 of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee. The Stakeholder Relationship Committee met 1 (One) times during the financial years on and 04th February, 2026.

VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. During the year no such instance took place.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In compliance with the provision of section 135 of the Companies act, 2013 read with the companies (corporate Social Responsibility Policy) Rules 2014, the Company does not fall in the ambit of limit in respect of corporate social responsibility.

RISK MANAGEMENT:

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board approved Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its existence.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and such other details are given as Annexure - D.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of regulation 15 (2)(a) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with Corporate Governance provisions as specified in regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V is not applicable during the year 2025-26 as the Companys Paid up Equity Share Capital is not exceeding Rs.10 Crores and net worth is not exceeding Rs.25 Crores as on 31st March 2026.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF ACT:

During the year there are no Loans or Guarantees given and details of Investments made under Section 186 of the Companies Act, 2013 and are reported in the financials.

MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

No material orders were passed by any Judicial Bodies or Regulator against the Company impacting going concern status.

IBC CODE & ONE TIME SETTLEMENT:

There is no proceeding pending against the company under the Insolvency and Bankruptcy code, 2016 (IBC Code). There has not been any instance of one-time settlement of the company with any bank or financial institution.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDREMSSAL) ACT, 2013:

During the year your Company has Constituted Internal Complaints Committee (ICC) in terms of the Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further your Company believes in creating an environment for its employees, which is free from discrimination. The Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.

SR. NO.	PARTICULARS	NUMBERS
1	No. of Complaints received	0
2	No. of Complaints disposed	0
3	No. of Case Pending	0

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The company have ensured adherence to all statutory requirements under the Act, including but not limited to the provision of maternity leave, payment of maternity benefits, nursing breaks, and protection against dismissal during maternity leave. As of the date of this statement, there have been no instances of non-compliance or violations reported in relation to the Maternity Benefit Act, 1961.

Therefore, your company hereby confirms that it is in full compliance with the Maternity Benefit Act, 1961, as amended from time to time.

ACKNOWLEDGEMENTS:

The board of Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers and Shareholders during the year under review. The boards of Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

	For and on behalf of the Board of
	Infra Industries Limited
	Sd/-
	Mr. G S Jhalani
	Chairman
	DIN:00126216
Place: Mumbai
Date: 26/05/2026