Jayant Infratech Ltd Management Discussions

1. GLOBAL ECONOMY

The global economy recorded a growth of 3.3% in 2024, reflecting resilience despite persistent challenges such as geopolitical tensions, trade disruptions, and evolving monetary policy landscapes. Inflation moderated to 5.7% in 2024, down from 6.8% in 2023, aided by easing commodity prices and the lagged impact of tighter monetary conditions. Toward the end of the year, several central banks initiated a gradual shift toward monetary easing, creating expectations of improved financing conditions and supporting investment sentiment.

Looking ahead, global GDP is projected to grow by 2.8% in 2025 and 3.0% in 2026, signalling a modest but steady trajectory compared to pre-pandemic averages. Growth remains uneven across regions, shaped by varying domestic conditions and policy responses. Advanced economies are expected to expand at a subdued 1.4% in 2025, whereas emerging and developing economies are set to drive momentum, supported by infrastructure investments, robust manufacturing activity, and favourable demographics. Notably, South Asia, led by India, is projected to grow at 5.7%, while the GCC, Southeast Asia, and select African economies are also expected to sustain healthy growth on the back of diversification strategies and infrastructure-led policy agendas.

The global outlook, while cautiously optimistic, is tempered by heightened uncertainties. Trade policy frictions, sticky services inflation, supply chain realignments, and geopolitical conflicts remain key risks to sustained recovery. At the same time, opportunities lie in technological advancements, green infrastructure, and regional integration efforts, which are expected to bolster long-term economic resilience.

2. INDUSTRY STRUCTURE AND DEVELOPMENT

The Union Budget 2025 26 has reinforced the Governments strong commitment to railway infrastructure with a sustained capital outlay of 2.65 lakh crore, including 2.52 lakh crore as direct budgetary support. The priority remains on capacity expansion through new line construction ( 32,235 crore), track doubling ( 32,000 crore), gauge conversion ( 4,550 crore) and electrification ( 6,150 crore). A major thrust has been placed on achieving 100% broad-gauge electrification by FY 2025 26, which directly aligns with Jayant Infratech Limiteds core expertise in overhead electrification (OHE). Safety and modernization have also been accorded high importance, with 1.16 lakh crore allocated towards signalling and safety enhancements, including accelerated deployment of the Kavach train protection system.

In parallel, the Amrit Bharat Station Scheme covering more than 1,200 stations is driving large-scale redevelopment works, creating additional opportunities in railway civil infrastructure. State-wise allocations have also been substantially enhanced, especially in mineral-rich and high-traffic corridors, which is expected to accelerate demand for electrification and allied construction works. With freight loading crossing 1.62 billion tonnes in FY 2024 25 and logistics connectivity being strengthened under the Gati Shakti and National Infrastructure Pipeline programmes, the outlook for the railway sector remains highly positive. These policy measures collectively provide a strong foundation for Jayant Infratech Limited to expand its participation in Indias railway modernization and infrastructure growth journey.

3. OVERVIEW OF BUSINESS

Since its incorporation in 2003, Jayant Infratech Limited has emerged as a trusted partner in Indias railway infrastructure development, specializing in the design, supply, erection, and commissioning of 25KV, 50Hz Single Phase Traction Overhead Equipment. Over the last two decades, we have electrified extensive stretches of railway tracks, commissioned multiple traction substations, and executed end-to-end projects that directly support the nations vision of a modern, sustainable, and energy-efficient railway network.

Strategically headquartered in Chhattisgarh, we have also built strong expertise in the development of railway sidings for the coal mining sector, enabling seamless coal evacuation and logistics. Beyond electrification, our capabilities have expanded into railway maintenance, signalling, telecom, and P-way works, strengthening our service portfolio and creating a recurring revenue base. This diversification reinforces our ability to deliver comprehensive infrastructure solutions that complement our core strengths.

Our success is anchored in the trust of our esteemed clients, which include major zones of Indian Railways Eastern, South-Eastern, South-East Central, North Central, West Central, Northern, North-Western, South Central, East Coast, and CORE as well as premier public sector entities like RVNL, IRCON, KRCL, DFCCIL, and IPRCL. In addition, we continue to serve leading private sector players including Adani, JSW, Shree Cement, Real Ispat, Sarda Energy, SAIL (Bhilai), and RKTC. This diverse clientele reflects our proven track record, technical expertise, and ability to consistently deliver on complex and time-critical projects.

As India undertakes one of the worlds largest railway electrification and modernization programmes, Jayant Infratech Limited stands exceptionally well-positioned to capitalize on the immense opportunities ahead. Guided by our values of innovation, integrity, and disciplined execution, we remain committed to strengthening shareholder value while contributing meaningfully to the nations journey towards sustainable growth and infrastructure excellence.

4. OPPORTUNITIES AND OUTLOOK

The Indian overhead electrification sector presents significant opportunities for companies operating in this space, as the government focuses on modernizing and electrifying the countrys railway infrastructure. With the governments ambitious goal of achieving 100% electrification of the railway network, the sector is poised for significant growth in the coming years.

There are several factors driving the growth of the overhead electrification sector in India, including the need to reduce dependence on fossil fuels and improve the efficiency and reliability of the railway network. Additionally, with the increasing focus on reducing carbon emissions, electrification of the railway network is a key priority for the government.

In terms of opportunities for companies in the overhead electrification sector, there are several large-scale projects currently underway, including the construction of dedicated freight corridors in the eastern and western regions of the country. These corridors are expected to significantly improve the movement of goods across the country, and the electrification of these corridors presents a significant opportunity for companies in this space.

Other opportunities for companies in the overhead electrification sector include the electrification of existing railway lines and the construction of new high-speed rail routes, which are expected to be a key focus for the government in the coming years.

Overall, the outlook for the Indian overhead electrification sector is positive, with significant opportunities for growth in the coming years. Companies operating in this space are likely to play a key role in the electrification of the railway network and are well-positioned to benefit from the governments focus on modernizing and electrifying the countrys railway infrastructure.

5. SWOT ANALYSIS

A) Strengths

1. Market Leadership in Electrification

With over two decades of expertise in 25KV, 50Hz traction overhead equipment, the Company is recognized as a trusted partner for railway electrification projects across India..

2. Prestigious and Diversified Clientele

Strong relationships with Indian Railways, PSUs like RVNL, IRCON, DFCCIL, and private sector leaders such as Adani, JSW, and SAIL enhance credibility and provide recurring business opportunities.

3. Robust Order Book & Growth Visibility

Strong pipeline of secured work orders provides long-term revenue visibility and reflects client confidence in execution..

4. Execution & Delivery Excellence

Proven track record of completing large-scale electrification and substation projects within time and quality benchmarks.

B) Weaknesses

1. Sector Concentration

Revenue is primarily derived from railway electrification; diversification will help reduce concentration risk.

2. Requires reliable power supply

Overhead electrification systems require a reliable power supply to operate effectively. Any disruption to the power supply can result in delays and cancellations.

3. Maintenance costs:

Overhead electrification systems require regular maintenance to ensure they are functioning correctly. The cost of maintaining the system can be high.

4. Limited infrastructure

Currently, the overhead electrification system infrastructure in India is limited and requires expansion to be able to cater to more trains.

C) Opportunities

1. Government Electrification Momentum

National initiatives (large budgetary allocations for electrification and modernization) create a sustained pipeline of projects aligned to the Companys strengths.

2. Expansion into Allied Works

Growth into signalling, telecom, siding/composite works and O&M allows packaging of larger contracts and higher wallet share per project.

3. Recurring Maintenance & O&M Contract

Long-term maintenance contracts provide predictable cash flows and higher lifetime value from existing clients.

4. Sustainability & ESG Tailwinds

Electrification supports national carbon-reduction goals and positions the Company favourably with ESG-focused stakeholders and financiers.

D) Threats:

1. Competitive Pressure from Large EPC Players

Larger contractors may compete aggressively on price and scale; differentiation and execution reliability are critical.

2. Project Execution Risks

Material cost inflation, supply chain disruptions or unforeseen delays can compress margins on high-value contracts.

3. Macro & Spending Cycles

Business performance is tied to infrastructure spending cycles; economic slowdowns could temper new awards and collections.

4. Project Execution Risks

Material cost inflation, supply chain disruptions or unforeseen delays can compress margins on high-value contracts.

6. MITIGATION OF RISK /RISK MANAGEMENT

The Board identifies and categorizes risks in the areas of operations, finance, marketing, regulatory compliances, and corporate matter. Confirmations of compliance with appropriate statutory requirements are obtained from the respective units/divisions. The Internal Auditor expresses his opinion on the level of risks during the audit of a particular area and reports to the Audit Committee. The Company is also taking necessary short term and long-term steps, expanding customer base, forward integration and energy management etc. The Company has already taken effective steps for raw material security in the long-term.

7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective and reliable internal control system commensurate with the size of its operations. At the same time, it adheres to local statutory requirements for orderly and efficient conduct of business, safeguarding of assets, the detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial information. The efficacy of the internal checks and control systems is validated by self-audits and internal as well as statutory auditors.

8. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE a) Share Capital During the year, the Authorised Share Capital of the Company was maintained at 15 crore, while the paid-up Equity Share Capital increased from 9,70,66,860 to 10,15,66,860 crore following the conversion of 4,50,000 warrants into Equity Shares at 113 per share. This conversion was part of the 22,22,000 warrants issued on a preferential basis in compliance with SEBI ICDR Regulations. b) Reserves and Surplus: The Reserve and Surplus of Company is Rs. 3,461.75 lacs as on period ended on March 31, 2025. c) Total Income The Company has earned total Income Rs.12,349.47 lacs as on period ended on March 31, 2025.

9. KEY FINANCIAL RATIOS

The details of changes in the Key Financial Ratios for the Financial Year 2024-25 as compared to the immediately previous Financial Year are provided under the Notes to Accounts to the Standalone Financial Statements and hence, not repeated here for the sake of brevity. However, brief of the same is produced below:

	Ratio		Current			Previous		Reason for variance
			period			Period
Current Ratio			1.45			1.84		-
Debt - Equity Ratio			0.32			0.24		Debt Equity Ratio increased by
								30.92% in F.Y. 2024-25 as compared
								to F.Y. 2023-24 due to increase in Debt
								for the F.Y. 2024-25.
Debt - Service Coverage Ratio			9.03			6.72		Debt Service Coverage Ratio
								increased by 34.49% in F.Y. 2024-25
								as compared to F.Y. 2023-24 due to
								increase in Earnings available for
								Equity Shareholders for the F.Y. 2024-
								25.
Return on Equity (%)			16.89			12.97		Return on Equity Ratio increased by
								30.19% in F.Y. 2024-25 as compared
								to F.Y. 2024-25 due to increase in Net
								Profit for the F.Y. 2024-25.
Inventory Turnover Ratio			3.36			4.45		-
Trade	Receivables	Turnover	8.55			13.74		Trade Receivables Turnover Ratio
Ratio								decreased by 37.79% in F.Y. 2024-25
								as compared to F.Y. 2023-24 due to
								increase in Trade Receivables during
								the F.Y. 2024-25.
Trade Payables Turnover Ratio				5.11	7.22		Trade Payables Turnover Ratio
							decreased by 29.31% in F.Y. 2024-25
							as compared to F.Y. 2023-24 due to
							increase in Trade Payables during the
							F.Y. 2024-25.
Working Capital Turnover Ratio				5.28	4.30		-
Net Profit Ratio (%)				6.91	5.45		Net Profit Ratio increased by 26.59%
							in F.Y. 2024-25 as compared to F.Y.
							2023-24 due to increase in Net Profit
							during the F.Y. 2024-25.
Return on Capital Employed (%)				25.03	19.61		Return on Capital Employed increased
							by 27.63% in F.Y. 2024-25 as
							compared to F.Y. 2023-24 due to
							increase in Earnings available for
							Equity Shareholders during the F.Y.
							2024-25.
Return on Investment (%)				3.27	16.86		Return on Investment decreased by
							80.58% in F.Y. 2024-25 as compared
							to F.Y. 2023-24 due to increase in
							Investment on the F.Y. 2024-25.

10. CORPORATE GOVERNANCE

In addition to the applicable provisions of the Companies Act, 2013 with respect to Corporate Governance, provisions of the SEBI (LODR) Regulation, 2015 will also be complied with the extent applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchange. Our Company stands committed to good Corporate Governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements of the applicable regulations, in respect of corporate governance including constitution of the Board and Committees thereof.

The Corporate governance framework is based on an effective Independent Board, the Boards Supervisory role from the executive management team and constitution of the Board Committees, as required under law.

The Board functions either as a full board or through the various committees constituted to oversee specific operational areas.

As on the date, there are Five Directors on our Board out of which one third are Independent Director. Our Company is in compliance with the corporate governance norms prescribed under the Companies Act, 2013, particularly, in relation to appointment of Independent Directors to our Board and constitution of Board-level committees.

Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI(LODR) Regulation, 2015 and the Companies Act, 2013.

10. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

Your Company follows a policy of building strong teams of talented professionals. People remain the most valuable asset of your Company. The Company recognizes people as its most valuable asset and the Company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature, and operations of the Company.

11. CREDIT RATING

During the year, CRISIL Ratings Limited assigned a credit rating to the Companys banking facilities of 31 Crore, assigning a CRISIL BB+/Stable rating for long-term borrowings and a CRISIL A4+ rating for short-term borrowings. These ratings reflect the Companys current financial strength and operational stability, while also highlighting the need for continued focus on growth, profitability, and efficient working capital management. The Company views this rating as an important indicator for its stakeholders and as a guidepost for strengthening its financial strategy in the coming years.

11. SEGMENT WISE OR PRODUCT-WISE PERFORMANCE

The Company is having only one segment, details and performance of the same are provided hereinabove and in the respective heads of this Annual Report.

12. CAUTIONARY STATEMENT

This Management Discussion and Analysis Statement of the Annual Report has been included in adherence to the spirit enunciated in the code of corporate governance approved by the Securities and Exchange Board of India. Statement in the Management Discussion and Analysis describing Companys objectives, projections, estimates, expectation may be forward- looking statements within the meaning of applicable securities laws and regulations. Actual result could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operation include economic conditions affecting demand/supply and price conditions in the Government regulations, tax laws, other rules & regulation applicable to the Company and other incidental factors. Further, the discussion following herein reflects the perceptions on major issues as on date and the opinion expressed here are subject to change without notice. The Company undertakes no obligations to publicly update or revise any of the opinions of forward-looking statements expressed in this report, consequent to new information future events, or otherwise. Readers are hence cautioned not to place undue reliance on these statements and are advised to conduct their own investigation and analysis of the information contained or referred to this statement before taking any action with regard to specific objectives.

ANNEXURE IV TO DIRECTORS REPORT CORPORATE SOCIAL RESPONSIBILITY

1. Brief Outline on CSR Policy of The Company:

At Jayant Infratech Limited, Corporate Social Responsibility (CSR) is considered a fundamental duty and an integral part of our corporate ethos, not merely a legal obligation. The Company believes that business must actively contribute to societal well-being, going beyond profit margins to integrate economic, environmental and social objectives into its core operations. Our CSR vision is to act as a catalyst for positive change, particularly in areas that nurture sustainable community development and empower future generations.

In line with Section 135 of the Companies Act, 2013, the Companys CSR initiatives encompass activities in the fields of education and literacy, healthcare and family welfare, vocational training, womens development and empowerment, youth affairs, skill development, environmental sustainability, and rural development, among others as notified in Schedule VII.

During the year, the Company supported Aapki Apni Pahchan Bhartiya Shakti Sangthan, an NGO actively engaged in Education & Literacy, Health & Family Welfare, Vocational Training, Womens Empowerment, Youth Affairs and Skill Development, reflecting our focus on initiatives that create measurable social impact and contribute towards inclusive growth. The Company remains dedicated to identifying and supporting initiatives that align with its CSR vision, national priorities and community needs, thereby delivering sustainable value to society.

2. The Composition of the CSR Committee

Sl. No. Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
01. Mr. Nilesh Jobanputra	Chairman (Managing Director)	02	02
02. Mr. Daksha Jobanputra	Member (Executive Director)	02	02
03. Ms. Pragya Soni	Member (Non-Executive Director)	02	02

3. Provide the web-link where composition of CSR committee, CSR policy and CSR projects approved by the board are disclosed on the website of the company: - CSR Policy of the Company is available on the website of the Company- https://www.jayantinfra.com/CodePolicies.aspx

4. Provide the executive summary along with web-link(s) of impact assessment of CSR projects carried out in pursuance of Sub-Rule (3) of rule 8 if applicable.: Not applicable.

5. (a) Average net profit of the company as per section 135(5): 480.34 Lakhs

(b) Two percent of average net profit of the company as per section 135(5): 9.61 Lakhs (c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

(d) Amount required to be set off for the financial year, if any: NIL

(e) Total CSR obligation for the financial year (5b+5c- 5d): Rs. 9.61 Lakhs

6. (a) Amount spent on CSR project (both ongoing project and other than ongoing project): Rs.

9.61 Lakhs

(b) Amount spent in Administrative Overheads: Nil

(c) Amount spent on Impact Assessment, if applicable: Nil

(d) Total amount spent for the Financial Year (6a+6b+6c): Rs. 9.61 Lakhs

(e) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year (in Rs. Lakhs)	Amount Unspent (in Rs.)- NIL
	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
9.61	NIL	NA	NA	NIL	NA

(f) Excess amount for set off, if any:

Sl. No. Particulars	Amount (In Rs. Lakhs)
(i) Two percent of average net profit of the company as per section 135(5)	9.61
(ii) Total amount spent for the Financial Year	9.61
(iii) Excess amount spent for the financial year [(ii)-(i)]	0.00
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	0.00
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	NIL

7. Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:

Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135 (6) (in Rs.)	Amount spent in the reporting Financial Year (in Rs.)	Amount transferred to any fund specified under Schedule VII as per section 135(6), if any			Amount remaining to be spent in succeeding financial years (in Rs.)
2023-24	NIL	NIL	NA	NIL	NA	NIL
2022-23	NIL	NIL	NA	NIL	NA	NIL
2021-22	NIL	NIL	NA	NIL	NA	NIL

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the financial year: Not Applicable If applicable, enter the number of capital asset created/acquired: Not Applicable

S. No. (1) Short Particulars of the Property or Assets (Including Complete Address and Location of the Property) (2)	Pin code of the property or Assets (3)	Date of Creation (4)	Amount of CSR Amount Spent (5)	Details of Entity/ Authority/ beneficiary of the Registered Owner (6)
				CSR Registration Number, if applicable	Name	Registered Address
- -	-	-	-	-	-	-

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

SECRETARIAL AUDIT REPORT

FORM NO. MR-3

(For the Financial Year ended on 31/03/2025)

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Jayant Infratech Limited

CIN: L35202CT2003PLC015940

Regd. Office: ‘Mangal Smriti", Bajpai Ground, Tilak Nagar, Bilaspur (C.G.) 495001

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jayant Infratech Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Our responsibility is to express an opinion on the Compliance of applicable laws and maintenance of records based on audit. We have conducted the audit in accordance with the applicable auditing standards issued by the Institute of Company Secretaries of India (ICSI). The auditing standards require that the auditor shall comply with statutory and regulatory requirements and plan and perform the audit to obtain reasonable assurance about compliances with the applicable laws and maintenance of records.

Due to inherent limitations of audit including internal, financial and operating controls, there is an unavoidable risk that some material misstatements or material non compliances may not be detected; even though the audit is properly planned and performed in accordance with the standards.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has during the audit period covering the financial year ended on 31^st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company, for the financial year ended on 31st March, 2025 according to the provisions of: i. The Companies Act, 2013 (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 (‘‘SCRA) and the rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, are not applicable to the company during the reporting period; v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are not applicable to the company during the reporting period; e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, are not applicable to the company during the reporting period; f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, are not applicable to the company during the reporting period; h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, are not applicable to the company during the reporting period; and i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; vi Other laws applicable to the Company as per the representation given by the company.

We have also examined compliance with the applicable clauses of the following:

Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and General Meeting.

The Listing Agreements entered into by the Company with Stock Exchange(s).

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and One-Woman Director.

There is no change in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meeting, as represented by the management and recorded in minutes, were taken unanimously.

Adequate notice is given to all directors for resolution(s) passed by circulation, and draft resolution(s) together with necessary papers, if any, were sent within the prescribed time frame.

For the agenda notes which were sent at a notice of less than seven days (if any), the requisite consent of the Board/Committee were duly taken.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period following specific events occurred which had bearing on the companys affairs in pursuance of the above referred laws, rules, regulations and guidelines etc.:

The company has made borrowings from Bank and Creation/Modification of charge was duly made with respect to Banks loan;

The company has made Allotment of 4,50,000 Equity Shares of INR 10/- each at a price of INR 113/- per share upon exercise of option for conversion of equity warrants into equal number of Equity Shares in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and

Disclosure Requirements) Regulations, 2018 and in terms of In Principle Approval received from BSE Limited (BSE)

Appointment of Internal/ Secretarial Auditors in the Company;

We further report that the Company has responded appropriately to notices received, if any, from various statutory/ regulatory authorities including initiating actions for corrective measures, wherever found necessary.

Annexure ‘1 to the Secretarial Audit Report

To,

The Members,

Jayant Infratech Limited

CIN: L35202CT2003PLC015940

Regd. Office: ‘Mangal Smriti", Bajpai Ground, Tilak Nagar, Bilaspur (C.G.) 495001

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.