1. FINANCIAL HIGHLIGHTS
To, The Members, PBA Infrastructure Limited.
Your directors have pleasure in presenting their 52nd Annual Report of the Company on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company, for the year ended March 31, 2026 as compared to the previous financial year is summarized below:
| Particulars | 2025-2026 (Current Year) | 2024-2025 (Previous Year) |
| Revenue from Operations | 2335.34 | 3644.75 |
| Other Income | 149.01 | 943.19 |
| Total Income | 2484.35 | 4587.95 |
| Profit before Interest, Depreciation Exceptional items and Tax | (5837.20) | 580.26 |
| Less: Finance Cost | 0.00 | 9.52 |
| Less: Depreciation | 434.17 | 434.20 |
| Less: Exceptional Items | (2007.10) | 0.00 |
| Profit/(Loss) before Tax | (7884.30) | 136.54 |
| Less: Tax expense | 357.43 | (85.61) |
| Profit After Tax | (8201.74) | 222.15 |
| Add: Other Comprehensive Income | 0.00 | 0.00 |
| Total comprehensive income carried to Other Equity | (8201.74) | 222.15 |
2. PERFORMANCE REVIEW AND OPERATIONS:
During the financial year under review, the Companys total income stood at Rs.2,484.34 Lakhs as compared to Rs.4,587.94 Lakhs in the previous financial year. The Company incurred a net loss of Rs.8,201.74 Lakhs during the year under review as against a net profit of Rs.222.15 Lakhs in the previous financial year.
The Company has been facing financial challenges since 2010 owing to a slowdown in the infrastructure sector, increased working capital requirements, high finance costs, and substantial delays in the realization of receivables from Government authorities. Further, certain work orders that had been awarded and were under execution were cancelled due to the non-availability of the requisite land by the concerned Government authorities. Consequently, the Company initiated arbitration proceedings to recover its contractual claims arising from such cancellations.
These developments adversely impacted the Companys business operations, financial performance and overall growth, leading to prolonged financial stress and various legal proceedings. Owing to persistent operational and financial constraints, the consortium of lending banks discontinued further credit facilities, including working capital assistance, extension of bank guarantees and issuance of fresh guarantees, and classified the Companys loan accounts as Non-Performing Assets (NPA) in 2013.
3. DIVIDEND:
In view of the loss incurred by the Company during the financial year under review, your directors do not recommend any dividend on the equity shares of the Company for the Financial Year 2025-26.
4. TRANSFER TO GENERAL RESERVES:
In view of the loss incurred during the Financial Year 2025-26, the Board of Directors has not transferred any amount to the General Reserve for the year under review.
5. DEPOSITS:
During the financial year under review, the Company has not accepted any deposits from the public or its employees within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Composition:
Your Company consists of Managing Director; Joint Managing Director, Director, Independent Directors, Chief Financial Officer and Company Secretary viz.
| Name of Director/ Key Managerial Personnel | Category & Designation | Appointment Date | Change in Designation | Resignation Date |
| Mr. Suresh Kumar S. Bothra | Managing Director | 13/08/2025* | 13/11/2025 | - |
| Mr. Narain Pirimal Belani | Joint Managing Director | 01/03/1989 | 13/11/2025** | - |
| Mr. Narain Pirimal Belani | CFO | 12/04/2019 | - | - |
| Mrs Sujata Dhananjay Athavale | Executive Director | 13/08/2016 | - | - |
| Mrs. Monica Manoj Talwar | Non-Executive and Non-Independent Director | 29/09/2021 | 29/09/2022 | 12/11/2025 |
| Mr. Anil Ramakant Parvatkar | Non-Executive Independent Director | 30/05/2018 | 28/09/2018 | - |
| Mrs. Shallu R. Khanna | Non-Executive Independent Director | 14/11/2018 | 28/09/2019 | - |
| Mrs. Pooja K. Gandhi | Non-Executive Independent Director | 29/12/2021 | 29/09/2022 | - |
| Mrs. Vaishali K. Savaliya | Company Secretary & Compliance officer | 10/04/2023 | - | - |
Note:
*Mr. Suresh Kumar S. Bothra was appointed as an Additional Director (Executive Director) of the Company with effect from August 13, 2025. Subsequently, his designation was changed from Executive Director to Managing Director with effect from November 13, 2025.
**The designation of Mr. Narain Pirimal Belani was changed from Managing Director to Joint Managing Director with effect from 13/11/2025. All other terms and conditions of his appointment remain unchanged.
Independent Non-Executive Directors
Pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has the following Independent Directors on its Board:
The Company has received the requisite declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors fulfil the conditions specified under the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the management.
Further, the Board has taken on record the confirmation received from all the Directors that they are not disqualified from being appointed or continuing as Directors in terms of Section 164(2) of the Companies Act, 2013.
Declaration by an Independent Director(s) and Re-Appointment:
The Company has received the requisite declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In the opinion of the Board, all the Independent Directors fulfil the conditions specified under the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the management.
The Independent Directors have confirmed that they are registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs ("IICA") and have complied with the applicable provisions relating to the online proficiency self-assessment test, wherever required, under the Companies Act, 2013 and the Rules made thereunder.
Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board has recommended the re-appointment of Mrs. Pooja K. Gandhi (DIN: 09440681) as an Independent Director of the Company for a second term of five (5) consecutive years, commencing from December 29, 2026 to December 28, 2031, subject to the approval of the Members at the ensuing Annual General Meeting.
Separate Meeting of Independent Directors
Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company held a separate meeting on February 14, 2026, without the attendance of the Non-Independent Directors and members of the management.
At the said meeting, the Independent Directors, inter alia, reviewed and assessed:
The Independent Directors expressed their satisfaction with the overall functioning of the Board and its Committees and confirmed that the flow of information between the management and the Board was adequate and effective.
Appointment and Cessation:
Cessation
Mrs. Monica Manoj Talwar (DIN:09324017) ceased to be a Non-Executive, Non-Independent Director of the Company with effect from November 12, 2025. The Board places on record its sincere appreciation for her valuable guidance, support and contribution during her tenure as a Director of the Company.
Retirement by Rotation
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Narain Pirimal Belani (DIN: 02395693) and Mr. Suresh Kumar S. Bothra (DIN: 01191661) retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Board recommends their re-appointment for approval of the Members.
7. COMPOSITION OF COMMITTEES:
The composition of the Committees of the Board as on March 31, 2026 is as follows:
| Sr. No. Name of Director | Audit Committee | Nomination & Remuneration Committee | Stakeholders Relationship Committee |
| 1 Mr. Anil Ramakant Parvatar | Chairman | Chairman | Chairman |
| 2 Mrs. Shalu Raajesh Khanna | Member | Member | Member |
| 3 Mrs. Pooja K. Gandhi | Member | Member | Member |
8. PARTICULARS OF EMPLOYEES:
The information required pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and is annexed herewith as Annexure I and Annexure II.
9. MEETINGS:
The details of the meetings of the Board of Directors and its Committees held during the Financial Year 2025-26 are provided in the Report on Corporate Governance, which forms an integral part of this Annual Report.
10. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the performance of the Committees of the Board and that of the individual Directors.
The performance evaluation was conducted in accordance with the criteria and framework approved by the Nomination and Remuneration Committee and the Board. The evaluation covered various aspects, including the composition and effectiveness of the Board and its Committees, the participation and contribution of individual Directors, governance practices, strategic guidance and oversight.
The Board is satisfied with the outcome of the evaluation process and believes that the Board and its Committees continue to function effectively and efficiently in discharging their respective roles and responsibilities.
11. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel.
The Policy lays down the criteria for appointment, qualifications, positive attributes, independence of Directors, remuneration of Directors, KMP and Senior Management Personnel, and the framework for evaluation of the performance of the Board, its Committees and individual Directors.
The Nomination and Remuneration Policy is available on the website of the Company at www.pbainfra.in.
12. STATUTORY AUDITORS:
M/s. N.K. Mittal & Associates, Chartered Accountants (Firm Registration No. 113281W), were appointed as the Statutory Auditors of the Company at the 49th Annual General Meeting to hold office for a term of five (5) consecutive years, from the conclusion of the 49th Annual General Meeting until the conclusion of the 53rd Annual General Meeting of the Company to be held in the year 2027.
Pursuant to the Companies (Amendment) Act, 2017 and the notification issued by the Ministry of Corporate Affairs vide S.O. 1833(E) dated May 7, 2018, the requirement for ratification of the appointment of Statutory Auditors by the Members at every subsequent Annual General Meeting has been omitted by deletion of the first proviso to Section 139(1) of the Companies Act, 2013. Accordingly, ratification of the appointment of the Statutory Auditors by the Members is not required.
The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under Section 141 of the Companies Act, 2013 and the Rules made thereunder and are eligible to continue as the Statutory Auditors of the Company.
Management responses to Qualification/ observations in Statutory Audit Report:
The following are the responses of the Management against the observations made by the Statutory Auditor:
| Sr. No. Observations | Management Response/Replies |
| 1 The company has made defaults in repayment of its obligations towards its lenders and an amount of Rs. 315.15 Crores was overdue as per the SARFAESI Notice issued by the consortium bankers. Lead Bank under consortium had approached CMM Court to take physical possession of the various secured assets against total consortium overdue of Rs. 315.15 Crore under SARFAESI Act, 2002. Subsequently, a consortium meeting of the member banks was held, wherein four banks participated and confirmed/expounded their total outstanding Book liability dues aggregating to Rs. 214.59 crore, details of which are as follows: | The Company has been facing financial constraints due to prolonged stress in the infrastructure sector, delayed realization of receivables, and suspension/cancellation of certain projects. The management is actively engaged with the consortium lenders for an amicable resolution of the outstanding dues. The Company successfully settled the dues of Shriram Finance Limited under its One-Time Settlement (OTS) Scheme and has also settled the dues of State Bank of India, which has issued a No Objection Certificate (NOC). The Company has challenged the proceedings initiated by the lenders before the appropriate legal forum and has obtained interim relief from the Honble Debt Recovery Tribunal (DRT). Further, the Company continues to pursue recovery of substantial claims through arbitration and other legal proceedings, which, upon realization, are expected to improve its financial position. The management is of the view that the Company possesses adequate resources and has taken appropriate steps for revival of its operations; accordingly, the financial statements have been prepared on a going concern basis. The management shall continue to closely monitor the developments and take all necessary measures to safeguard the interests of the Company. |
Bank Name — Book Liability as on 31.03.2024 (Rs. In Cr)
| Bank Name | Book Liability as on 31.03.2024 (Rs. In Cr) |
| Union Bank of India | 35.78 |
| Karur Vyasya Bank | 13.63 |
| Punjab and Sindh | 14.19 |
| Canara Bank | 150.99 |
Total |
214.59 |
It is further noted that State Bank of India, one of the consortium member banks, opted for its special scheme and received from the borrower an amount of Rs. 26.50 crore towards settlement of its outstanding dues and accordingly issued a No Objection Certificate (NOC) to the Company. The said amount does not form part of the consortium dues and is outside the purview of the consortium exposure. Sr. No. Observations
| Management Response/Replies | |
| 2 The company is classified as Non-Performing Assets by banks and financial institutions; hence the company has not been providing interest since January 2018 to the current financial year 2025-26 | It is further noted that State Bank of India, one of the consortium member banks, opted for its special scheme and received from the borrower an amount of Rs. 26.50 crore towards settlement of its outstanding dues and accordingly issued a No Objection Certificate (NOC) to the Company. The said amount does not form part of the consortium dues and is outside the purview of the consortium exposure. Further, it is understood from the Company that an advertisement was published for the e-auction of all the secured properties, in which the bank stated the outstanding amount as Rs. 205.10 crore as on 31/12/2025. A loan of Rs. 2.18 Crore from Shriram Finance Limited has been settled under their respective OTS Scheme. Hence the amount overdue has now remained to Rs.214.59 Crore. The Company has also received notice of physical possession of various secured assets from the lenders in response to which the company has filed a counter case and received a stay on proceedings from DRT court. The defaults indicate the existence of a material uncertainty that may cast apprehension about the Companys ability to function as a going concern. However, the financial results of the Company have been prepared on a going concern basis. We would also like to draw attention to the fact that in absolute terms, the total outside liabilities of the company exceeds underlying current asset. Further, the Bank has appointed an empaneled registered valuer to submit an updated valuation report in respect of the Companys assets. The valuation report is presently awaited. |
| 2 The company is classified as Non-Performing Assets by banks and financial institutions; hence the company has not been providing interest since January 2018 to the current financial year 2025-26 | The borrowings of the Company have been classified as Non-Performing Assets (NPA) by the respective lenders. Considering the ongoing discussions with the lenders for settlement/restructuring of the outstanding dues and the uncertainty regarding the quantum of interest ultimately payable, the Company has not provided interest on such borrowings from January 2018 onwards. The management believes that the final liability will crystallize only upon completion of the settlement/restructuring process with the respective lenders, and necessary accounting adjustments, wherever required, shall be made upon final determination of such liability. |
| 3 The company follows the accounting practice of recognizing revenue on the basis percentage completion method. The company is an EPC contractor who raises claims/arbitration money with its principals / Customers for the delay in obtaining approvals, cost escalation, etc. As per Company policy, though the claims are raised for the actual loss incurred by the Company (SOC), the same is recognized in the books at a realizable value determined by the internal team of the Company. Though, these claims are not acknowledged by the principles/customer, the same being intangible/uncertified in nature is being classified as a work in progress. The said claims though classified under WIP (Current Asset) are subject to uncertainty as to recoverability. Total WIP is of Rs.24.63 Crores out of unbilled work in progress of Rs. 11.55 Crores (Uncertified WIP- 11.55 Crore and Claim (WIP) amount is to Rs.13.07 Crore as of 31.03.2026 due to the various claims raised on the Clients based on the terms and conditions implicit in the Engineering & Construction Contracts in respect of closed/ suspended/ under construction projects and which are overdue for a substantial period of time. These claims are mainly in respect of cost overrun arising due to suspension of works, client-caused delays, changes in the scope of work, deviation in design, and other factors for which the Company is at various stages of negotiation/ discussion with the clients or under Arbitration/ litigation. | The Company follows the percentage completion method in accordance with the applicable Indian Accounting Standards (Ind AS). The claims included under Work-in-Progress represent contractual claims arising from cost overruns, client-induced delays, changes in scope of work, design modifications and other contractual entitlements. Such claims have been recognized only to the extent considered recoverable based on technical evaluations, contractual rights, legal advice, past experience and managements assessment. Many of these claims are under active negotiation with customers or are pending before arbitral tribunals or other judicial authorities. The management is confident of recovering a substantial portion of these claims and believes that the carrying amount of such Work-in-Progress is appropriate and does not require any material adjustment at this stage. |
| 4 The Fixed Asset register is still under compilation to have proper records showing full particulars, including quantitative details and the situation of property, plant, and equipment. The company has a regular periodic program of physical verification of its fixed assets. | |
| Sr. No. Observations | Management Response/Replies |
| 5 There is arbitration proceedings/legal cases against / the Company which may result in Compensation/interest/penalties. | |
| 6 The Company has not performed impairment testing with respect to the investments in various Joint Ventures and Associates as required by Indian Accounting Standard (Ind AS 36) Impairment of assets; hence the impact on the carrying amount of investment is not ascertainable | The Management is in the process of evaluating the financial position and performance of its Joint Ventures and Associates. In view of the ongoing arbitration proceedings, pending recoveries from Government authorities, and the uncertainties relating to future cash flows, the impairment assessment of investments in accordance with Ind AS 36, Impairment of Assets, could not be completed during the year. The Management continues to closely monitor the developments and will undertake the impairment assessment upon obtaining greater clarity on the outcome of the arbitration proceedings and the recoverability of outstanding receivables. Accordingly, the impact, if any, on the carrying value of such investments is presently not ascertainable. |
| 7 Balances of trade receivables, trade payables, loans and advances, Deposits given/taken are subject to confirmations, reconciliations and consequent adjustments. | The balance of trade receivables have arisen in the ordinary course of business. The Company officials regularly following up with the respective debtors for recovery and confirmation of balances. The process of obtaining confirmations is currently underway, and confirmations from certain parties are still awaited. |
| 8 Loan and Advances includes Rs.33.39 Crore towards Retention and Rs.31.58 Crore towards deposits deducted under various project executed by the company but there is no collaborative evidence to justify the claim by the company. | The Management confirms that the deposits and retention money are recoverable upon completion of the applicable five-year defect liability period from the respective project completion dates. The relevant details and supporting documents have been duly provided to the Auditors for their verification. |
13. ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Amendment Rules, 2020, the requirement to annex the extract of the Annual Return in Form MGT-9 to the Boards Report has been dispensed with.
In accordance with the provisions of the Companies Act, 2013, the Annual Return of the Company for the Financial Year 2025-26 shall be available on the website of the Company at www.pbainfra.in.
14. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT:
The Company has established adequate internal financial controls commensurate with the nature, size and complexity of its business. These controls are designed to ensure the orderly and efficient conduct of business operations, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.
The Board has adopted appropriate policies and procedures for the effective implementation and monitoring of these internal financial controls. The Audit Committee periodically reviews the adequacy and effectiveness of the internal control systems and the internal audit function, and the management takes necessary steps to strengthen the control environment, wherever required.
During the financial year under review, the internal financial controls were operating effectively, and no material weakness in the design or operation of such controls was observed.
15. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other improper practices.
The Vigil Mechanism provides adequate safeguards against victimisation of persons who use the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is available on the website of the Company at www.pbainfra.in.
The Company is committed to maintaining the highest standards of ethical conduct and transparency, and all employees are made aware of the Vigil Mechanism/Whistle Blower Policy at the time of their induction into the Company.
16. RISK MANAGEMENT POLICY:
The Company has in place a Risk Management Policy to identify, assess, monitor and mitigate various business risks that may adversely impact its operations, financial performance and strategic objectives. The Policy promotes a proactive approach towards risk identification, evaluation, reporting and mitigation, thereby enabling informed decision-making and effective management of risks across the organization.
The Board of Directors periodically reviews the key business risks and the adequacy and effectiveness of the risk management framework to ensure that appropriate controls and mitigation measures are in place.
The provisions relating to the constitution of a Risk Management Committee under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as it does not fall within the category of the top 1000 listed entities (by market capitalisation) as on the last day of the immediately preceding financial year.
17. COST AUDITOR
The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 relating to the maintenance of cost records and the conduct of cost audit are not applicable to the Company for the Financial Year 2025-26. Accordingly, the Company was not required to maintain cost records or appoint a Cost Auditor during the year under review.
18. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s. Abhishek Bansal & Co., Chartered Accountants, as the Internal Auditors of the Company to conduct the internal audit for the Financial Year 2025-26.
The Internal Auditors conduct periodic audits of the Companys operations and internal control systems and submit their reports to the Audit Committee. The Audit Committee periodically reviews the internal audit findings and monitors the implementation of the recommendations to strengthen the Companys internal control framework.
19. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. JC & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the Financial Year 2025-26.
The Secretarial Audit Report for the Financial Year ended March 31, 2026, issued in Form MR-3, forms part of this Boards Report and is annexed herewith as Annexure III.
The Secretarial Audit Report contains certain observations. The Board has taken note of the same, and the Managements explanations/responses to the observations are provided separately in this Boards Report.
| Sr. No. Observation / Qualification | Managements Response |
| 1 Proceedings initiated by the Registrar of Companies, Mumbai: During the period under review, the Assistant/Deputy Registrar of Companies, Mumbai, has filed a complaint against the Company and eleven (11) other parties alleging contravention of Sections 129 and 143 of the Companies Act, 2013. The complaint has been registered as Summons Case No. SS/44/2025 (CNR No. MHMM140015072025) before the competent court. | The Company respectfully submits that the complaint filed by the Assistant/Deputy Registrar of Companies, Mumbai, pertains to matters that are presently sub judice before the competent court. Based on legal advice received, the Company believes that it has a valid and sustainable defence against the allegations and is diligently contesting the proceedings. The management has taken all necessary legal steps for safeguarding the interests of the Company and will continue to pursue the matter in accordance with law. Since the proceedings are pending adjudication, it would not be appropriate to comment on the merits of the case or its likely outcome at this stage. The Company shall comply with the final order(s), if any, passed by the competent court and take such further actions as may be required under the applicable provisions of law. |
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions entered into by the Company during the Financial Year 2025-26 were in the ordinary course of business and on an arms length basis and were in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, the Company did not enter into any material contract, arrangement or transaction with related parties requiring disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, the disclosure in Form AOC-2 is not applicable.
The Policy on Related Party Transactions is available on the website of the Company at www.pbainfra.in.
The details of the related party transactions entered into during the Financial Year are disclosed in Note 29 to the Standalone Financial Statements forming part of this Annual Report.
21. CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of Corporate Governance and believes in adhering to the principles of transparency, accountability and ethical business practices.
The Company has complied with the applicable requirements relating to Corporate Governance as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance, along with the Certificate of Compliance issued by the Statutory Auditors, forms an integral part of this Annual Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the Financial Year ended March 31, 2026, as required under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report and provides an overview of the industry structure, business performance, financial performance, opportunities, risks and outlook of the Company.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to providing a safe, secure and respectful working environment to all its employees and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").
In compliance with the provisions of the POSH Act, the Company has constituted an Internal Complaints Committee (ICC) to address complaints relating to sexual harassment at the workplace and to ensure effective implementation of the Companys policy.
During the Financial Year 2025-26, the Company has not received any complaint relating to sexual harassment. The Company continues to undertake awareness initiatives and sensitization programmes to educate employees about the provisions of the POSH Act and the importance of maintaining a safe, inclusive and respectful workplace environment.
The details of complaints received, disposed of and pending during the Financial Year 2025-26 are as follows:
| Particulars | Number of Complaints |
| Complaints pending at the beginning of the Financial Year | Nil |
| Complaints received during the Financial Year | Nil |
| Complaints disposed of during the Financial Year | Nil |
| Complaints pending as at the end of the Financial Year | Nil |
The Company has also ensured compliance with the applicable provisions relating to the prevention of sexual harassment, discrimination, forced labour, child labour, wages and other human rights-related matters, wherever applicable.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure IV to this Boards Report.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions relating to Corporate Social Responsibility ("CSR") under Section 135 of the Companies Act, 2013 are not applicable to the Company during the Financial Year 2025-26, as the Company does not meet the prescribed thresholds specified under the said Section.
26. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:
28. LISTING WITH STOCK EXCHANGE:
The Company confirms that its Equity Shares continue to be listed on BSE Limited (BSE). The Company has made part payment towards the Annual Listing Fees for the Financial Year 2026-27 to BSE Limited. The Company is in the process of completing the payment of the balance amount of the Annual Listing Fees.
29. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with an objective to regulate, monitor and report trading in securities of the Company by Directors, Designated Persons and other connected persons.
The Code lays down procedures and requirements for dealing in the securities of the Company, including the requirement of obtaining pre-clearance for trading in securities and restrictions on trading while in possession of unpublished price sensitive information ("UPSI") and during the period when the Trading Window is closed.
The Board of Directors is responsible for ensuring effective implementation and compliance with the Code. All Directors, Designated Persons and other concerned individuals have affirmed their compliance with the Code during the Financial Year under review.
30. DETAILS OF SUBSIDIARY / JOINT VENTURE/ASSOCIATES COMPANY:
Pursuant to the provisions of the Companies Act, 2013, the Company does not have any Subsidiary or Associate Companies. The Company may form or participate in Joint Ventures from time to time, subject to the terms and conditions of the relevant tenders or projects.
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the Financial Year 2025-26, the Company has not granted any loans, provided any guarantees or made any investments falling within the purview of the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder.
Accordingly, the particulars required to be disclosed under the provisions of Section 186 of the Companies Act, 2013 are not applicable to the Company for the year under review.
32. SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
The Company has established adequate systems and processes to ensure compliance with the applicable Secretarial Standards, and such systems were operating effectively during the Financial Year under review.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS
During the Financial Year under review, no order has been passed by any Regulators, Courts or Tribunals which has a material adverse impact on the going concern status or future operations of the Company.
34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2025-26 and the date of this Report, which may have an impact on the financial position of the Company.
35. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31, 2026 stood at Rs.13,50,05,620/-, comprising 1,35,00,562 Equity Shares of Rs.10/- each.
During the Financial Year 2025-26, the Company has not issued any Equity Shares or other securities.
36. OTHER DISCLOSURES:
The Company makes the following disclosures pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder:
The Company has not provided any Employee Stock Option Scheme (ESOP) or granted any stock options to its employees during the Financial Year under review. The Company has not issued any shares with differential rights as to dividend, voting or otherwise during the Financial Year under review. There was no revision of the Financial Statements of the Company during the Financial Year under review.
37. ACKNOWLEDGEMENTS:
The Board of Directors places on record its sincere appreciation and gratitude for the continued support, cooperation and assistance received from the Companys customers, business associates, dealers, financial institutions, government authorities and other stakeholders.
The Board also appreciates the valuable contribution, commitment and dedication of the employees of the Company and acknowledges their efforts towards the growth and progress of the Company.
The Directors express their sincere thanks to all stakeholders for their continued trust, confidence and support extended to the Company.
| By Order of the Board |
| For and on behalf of the Board of Directors |
| Suresh Kumar Bothra |
| Managing Director |
| DIN:01191661 |
| Narain P. Belani |
| Joint Managing Director |
| DIN:02395693 |
| Place: Mumbai |
| Date:13/08/2026 |
IIFL Customer Care Number
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1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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