Enviro Infra Engineers Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors take pleasure in presenting before you the 15^th (Fifteenth) Annual Report of your Company together with the Audited
Financial Statement and Auditor''s Report thereon for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL SUMMARY/ HIGHLIGHTS

The performance of your Company for the financial year ended 31^st March, 2025 is summarized below:

(L In lakhs)

	Consolidated		Standalone
Particulars	For the year ended 31.03.2025	For the year ended 31.03.2024	For the year ended 31.03.2025	For the year ended 31.03.2024
Revenue from operations	1,06,605.60	72,891.50	1,04,567.64	72,606.54
Other Income	1,941.26	908.96	2,547.11	1,346.57
Total Income	1,08,546.86	73,800.46	1,07,114.75	73,953.11
Profit before Finance Cost, Depreciation, Impairment and Amortisation expenses	28,717.69	17,558.82	27,351.44	17,761.42
Less: Interest	3,718.13	2,251.73	2,913.51	1,695.58
Less: Depreciation	944.44	608.44	944.44	608.44
Profit before Tax (PBT)	24,055.12	14,698.65	23,493.49	15,457.40
Less: Current Tax	6,324.29	4,136.50	6,324.29	4,136.50
Less: Deferred Tax	10.14	(88.09)	(173.37)	(88.79)
Less: Tax adjust for earlier years	5.90	4.60	5.90	1.47
Net Profit after Tax (PAT)	17,714.79	10,645.64	17,336.67	11,408.22
Non Controlling interest- Share in Profit/ (Loss) for the year	84.52	(197.46)	-	-
Other Comprehensive Income	(8.71)	4.35	(8.71)	4.35
Total Comprehensive Income	17,706.08	10,649.99	17,327.96	11,412.58
EPS (Basic & Diluted) (Amount in L)	11.76	7.97	11.57	8.39

2. RESULTS OF OPERTIONS AND THE STATE OF
COMPANY AFFAIRS

Your Company has delivered strong performance across
key financial metrics, both on a consolidated and standalone
basis for F.Y. 2024-25. On a consolidated basis, the revenue
from operations increased to ^ 1,066 crores from ^ 729
crores in the previous year, representing a robust growth
of 46%. The Profit Before Tax (PBT) for the year was ^ 241
crores up from ^ 147 crores in the previous year and the
Net Profit After Tax (PAT) stood at ^ 177 crores compared
to ^ 106 crores in the previous year, reflecting 67% growth.

On a standalone basis, revenue from operations rose to
H,046 crores from ^ 726 crores. Profit Before Tax (PBT) was
^ 235 crores as against ^ 155 crores in the previous year. The
Net Profit After Tax (PAT) stood at ^ 173 crores compared
to ^ 114 crores in the previous year. Your Company has
shown significant growth in both revenue and profitability,
reflecting improved operational efficiency and strong
market performance.

Your Company is in the business of designing,
construction, operation and maintenance of Water and
Wastewater Treatment Plants (WWTPs) and Water Supply
Scheme Projects (WSSPs) for government authorities/
bodies. WWTPs include Sewage Treatment Plants (STPs),
Sewerage Schemes (SS) and Common Effluent Treatment
Plants (CETPs) while WSSPs include Water Treatment
Plants (WTPs) alongwith pumping stations and laying of
pipelines for supply of water.

3. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business in the
financial year under review.

4. TRANSFER TO RESERVES

During the year under review, Your Company has not
transferred any amounts to the General reserve. For
complete details on movement in Reserves and Surplus
during the financial year ended March 31, 2025, please
refer to the ''Statement of Changes in Equity'' included in
the Standalone and Consolidated financial statements of
this Annual report.

5. DIVIDEND

With just four months of being listed as of 31^st March 2025
and after careful consideration, your Directors have elected
not to propose any dividends for the financial year ended
31^st March, 2025.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015(''SEBI ListingRegulations''),
the Board of Directors of your Company had formulated
a Dividend Distribution Policy and the same is available
on the Company''s website at https://www.eiel.in/ files/
ugd/8b0bac_1b01b3fce1444a9a80405a9554a3b500.pdf

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

During the year under review, there were no material
changes and commitments affecting the financial position
of the Company which have occurred between the end of
the financial year to which these financial statements relate
and date of this report.

7. SHARE CAPITAL

Authorised Share Capital

During the period under review, the Authorized
Share Capital of your Company was increased from t
180,00,00,000/- (Rupees One Hundred and Eighty Crores
Only) divided into 18,00,00,000 (Eighteen Crore) Equity
Shares of t 10/- (Rupees Ten) each to t 185,00,00,000/-
(Rupees One Hundred and Eighty Five Crores Only)
divided into 18,50,00,000 (Eighteen Crore and Fifty Lakhs)
Equity Shares of t 10/- (Rupees Ten) each.

Initial Public Offering and Listing of Equity Shares of the
Company

During the financial year 2024-25, your Company had
successfully launched an Initial Public Offer (IPO) of
4,39,48,000 equity shares of face value of t 10 each for cash
at a price of t 148 per equity share (including a premium
of t 138 per equity share) aggregating t 65,030.04 lakhs
("Offer").

The Offer comprised of a fresh issue of 3,86,80,000 equity
shares aggregating t 57,234.96 lakhs ("fresh issue") and an
Offer for Sale ("OFS") of 21,34,000 equity shares aggregating
t 3,157.69 lakhs by Mr. Sanjay Jain, 21,34,000 equity shares
aggregating t 3,157.69 lakhs by Mr. Manish Jain, 5,00,000
equity shares aggregating t 739.85 lakhs by Mrs. Ritu Jain
and, 5,00,000 equity shares aggregating t 739.85 lakhs by
Mrs. Shachi Jain, Promoters of your Company.

The Offer also included a reservation of 1,00,000 equity
shares, aggregating t 135.00 lakhs constituting 0.06% of
the post-offer paid-up equity share capital, at a discount
equivalent of t 13.00 per equity share to the eligible
employees bid in the employee reservation portion.

The equity shares were allotted to eligible applicants on
November 27, 2024, and the listing and trading of your
Company''s shares commenced on November 29, 2024, on
BSE Limited and National Stock Exchange of India Limited.

Details of changes in paid-up Equity Share Capital and Equity shares during the year under review, are as under:

Particulars	No. of Equity	Paid up Equity Share Capital
	Shares	(Amount in L)
At the beginning of the year i.e. 1st April, 2024	13,68,50,000	136,85,00,000
Issue of shares in IPO	3,86,80,000	38,68,00,000
At the end of the year i.e. 31st March, 2025	17,55,30,000	175,53,00,000

Subscribed and Paid-Up

As on 31^st March, 2025, the issued, subscribed and paid-
up capital of your Company is t 175,53,00,000/- (Rupees
One Hundred Seventy Five Crores and Fifty Three Lakhs
Only) divided into 17,55,30,000 (Seventeen Crores Fifty
Five Lakhs and Thirty Thousand) Equity Shares of t 10/-
(Rupees Ten) each.

No disclosure or reporting is required for the following,
as during the year under review your Company had not
issued:

(a) Any Shares with differential voting rights as to
dividend, voting or otherwise

(b) Any debentures, bonds, warrants or any non¬
convertible securities

(a) Sweat Equity Shares

8. CREDIT RATING

The Credit rating of your Company has improved and
CRISIL has reaffirmed long-term rating of ''CRISIL A-/
Stable'' (Upgraded from ''CRISIL BBB '') and short-term
rating of ''CRISIL A2 '' (Upgraded from ''CRISIL A2'')
on the bank facilities of your Company. The outlook is
''Stable''. The details of credit rating are also disclosed in
the Corporate Governance Report, which forms part of this
Annual Report.

9. QUALITY CERTIFICATION

Your Company has been awarded ISO 14001:2015
certification for Environmental Management System,
ISO 45001:2018 for Occupational Health and Safety
Management and Quality Management System and ISO
9001:2015 for Quality Management System.

10. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), is presented in a separate section,
which forms part of this Annual Report.

11. SUBSIDIARY COMPANY / JOINT VENTURES

During the period under review, the Company has:

(i) Three (3) Subsidiaries:

a. EIEPL Bareilly Infra Engineers Private Limited -

A joint venture, incorporated as a Special Purpose
Vehicle (SPV) for the EPC of three STPs having
42 MLD, 20 MLD & 1 MLD capacities at Bareilly
under Bareilly Municipality, a project initiated by
Government of Uttar Pradesh through Uttar Pradesh
Jal Nigam and the National Mission for clean Ganga.

b. EIEL Mathura Infra Engineers Private Limited -

A joint venture, incorporated as a Special Purpose
Vehicle (SPV), for the EPC of 60 MLD STP at Gokul
Barrage in Mathura under Mathura - Vrindavan
Municipality, a project initiated by Government of
Uttar Pradesh through Uttar Pradesh Jal Nigam and
the National Mission for Clean Ganga.

c. Enviro Infra Engineers (Saharanpur) Private Limited

- A joint venture, incorporated as a Special Purpose
Vehicle (SPV) for the development of 135 MLD STP
at Pinjora Village in Saharanpur, a project initiated by
Government of Uttar Pradesh through Uttar Pradesh
Jal Nigam and the National Mission for Clean Ganga.

The Company has yet to commence its operations.

However, subsequent to the end of the financial year
and till the date of this report, Your Company has
acquired EIE Renewables Private Limited, thereby
making it a Wholly Owned Subsidiary of your
Company.

(ii) Except as above, your Company does not have any
Joint Venture Company. However there are Five (5)
Joint Control Operations namely (i) EIEPL-HNB JV,
(ii) HNB-EIEPL JV, (iii) EIEPL- LCIPPL-ABI JV, (iv)
BIPL-EIEPL JV (v) EIEPL-ABI JV, which are part of
your Company''s Standalone Financial Statements.

Your Company does not have any Associate Company.

A statement providing details of performance and
salient features of the financial statements of Subsidiary
Companies / Joint Ventures, as per Section 129(3) of the
Act, is provided in Form AOC-1 under the consolidated
financial statements.

Financial Statements of the aforesaid Subsidiary
Companies are kept open for inspection by the Members
at the Registered Office of your Company on all days
except Saturday, Sunday and Public Holiday up to the
date of 15^th AGM i.e. 28^th August, 2025 between 11:00 a.m.
to 5:00 p.m. as required under Section 136 of the Act. Any
Member desirous of obtaining a copy of the said Financial
Statements may write to the Company Secretary at its
Registered Office or Corporate Office or mail at investors.
[email protected].

The Financial Statements of the Subsidiaries are also
uploaded on the website of your Company under investors
section at www.eiel.in.

Your Company has formulated a Policy for

determining Material Subsidiaries. The said

Policy is available on the Company''s website and
can be accessed at https://www.eiel.in/ files/
ugd/2514a1 9ea3180f9af0405a8cdbd37e18d33748.pdf.

Your Company does not have any material subsidiary
during the F.Y. 2024-25. However, after the closure of the
financial year and till the date of this report, EIEL Mathura
Infra Engineers Private Limited has become the Material
Subsidiary of your Company as per the SEBI Listing
Regulations.

12. PUBLIC DEPOSITS

Your Company has not accepted any deposits during
the year under review which falls under the purview
of Chapter V of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

However, pursuant to Rule 2 (viii) of the Companies
(Acceptance of Deposits) Rules, 2014, your Company has
received an interest free unsecured loan of ^ 2.82 Crores
and ^ 4.27 Crores from Mr. Sanjay Jain and Mr. Manish
Jain, Executive Directors of your Company, respectively.
The entire amount has been repaid till March, 2025.

Further, the said Directors have furnished to the Company
at the time of giving the loan, a declaration in writing to
the effect that the amount is not being given out of funds
acquired by them by borrowing or accepting loans or
deposits from others.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Act and Regulation 17 the
Listing Regulations. As on 31^st March 2025, the Board of Directors of your Company had a good and diverse mix of Executive
and Non-Executive Directors comprised of the following members:

S. No.	Name of the Director	DIN	Designation
1.	Mr. Sanjay Jain	02575734	Chairman & Whole Director
2.	Mr. Manish Jain	02671522	Managing Director
3.	Mrs. Ritu Jain	09583136	Non - Executive Director
4.	Mr. Aseem Jain	09708228	Independent Director
5.	Mr. Anil Goyal	00110557	Independent Director
6.	Mrs. Nutan Guha Biswas	03036417	Independent Director

None of the Directors of the Company are disqualified under the provisions of the Act.

Changes in the Board during the year:

The following changes took place in the composition of the
Board during the financial year:

1. Dr. Rajesh Mohan Rai (DIN: 09050751) resigned on
08.05.2024 due to illness. The Board places on record its
sincere appreciation for the contributions made by him
during his tenure on the Board of the Company.

2. Mrs. Nutan Guha Biswas (DIN: 03036417) was appointed
as Additional Director (Non-Executive and Independent
Director) w.e.f. 15.06.2024 and her appointment as
Independent Director for a period of five consecutive years
was confirmed by the shareholders of the Company in the
Extra Ordinary General Meeting (EGM) held on 17.06.2024.

The appointment of a new Director is recommended by the
Nomination and Remuneration Committee (''''NRC'''') on the basis
of requisite skills, proficiency, experience and competencies as
identified and finalised by the Board considering the industry
and sector in which the Company operates. The Board, on the

recommendation of the NRC, independently evaluates and if
found suitable, confirms an appointment to the Board. The

appointments are based on the merits of the candidate and due
regard is given to diversity including factors like gender, age,
cultural, educational & geographical background, management
expertise, ethnicity, etc.

Reappointment:

The Board of Directors of your Company at its meeting held
on 28^th May, 2025 based on the recommendation of NRC and
the Audit Committee, has approved the re-appointment of
Mr. Sanjay Jain (DIN: 02575734) as Chairman & Whole-time
Director and Mr. Manish Jain (DIN: 02671522) as Managing
Director of your Company in accordance with the provisions
of Sections 196, 197, 198, 203 and other applicable provisions of
the Act, and the rules made thereunder read with Schedule V of
the Act (including any statutory modification or re-enactment
thereof) and subject to approval of the members and such other
authorities as may be required, for a period of 5 (five) years

with effect from 23^rd August, 2025 to 22^nd August, 2030 and also
approved the terms and conditions of their re-appointment
including payment of remuneration.

The brief profile and other details, as required under Regulation
36(3) of the SEBI Listing Regulations seeking their re¬
appointment at the ensuing AGM are provided in the Notice
of the AGM of the Company which forms part of this Annual
Report.

Director Retiring by Rotation

Pursuant to Section 152 and other applicable provisions of the
Act, read with the Articles of Association of the Company, Mrs.
Ritu Jain (DIN: 09583136), Non-Executive Director is liable to
retire by rotation at the ensuing AGM and being eligible, offers
herself for re-appointment. The Board of Directors of your
Company, on the recommendations of NRC, recommends her re¬
appointment for consideration by the members of the Company
at the ensuing AGM. Accordingly, a resolution is included in the
Notice of the 15^th AGM of the Company for seeking approval of
members for her re-appointment as a Director of the Company.

A brief profile, expertise of Director and other details as required
under the Act, Regulation 36 of the SEBI Listing Regulations
and Secretarial Standards - 2 notified by Ministry of Corporate
Affairs related to the Director proposed to be appointed is
annexed to the Notice convening the 15^th AGM.

Key Managerial Personnels (KMPs)

During the year under review:

1. Mr. Sanjay Jain, Chairman & Whole Time Director (DIN:
02575734)

2. Mr. Manish Jain, Managing Director (DIN: 02671522)

3. Mr. Sunil Chauhan, Chief Financial Officer (CFO)

4. Mr. Piyush Jain, Company Secretary & Compliance Officer
(ACS 57000)

continued to be the Key Managerial Personnel of your Company
in accordance with the provisions of Section 203 of the Act
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. There was no change in the
KMPs of your Company during the year.

Declaration by Independent Directors

The Company has received declarations from all the Independent
Directors of your Company confirming that:

(a) They meet the criteria of independence prescribed under
the Act and the SEBI Listing Regulations.

(b) They have registered their names in the Independent
Directors'' Databank.

(c) They are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties as
Independent Directors of the Company.

(d) They have complied with the Code of Conduct for
Independent Directors prescribed in Schedule IV of the
Act.

In the opinion of the Board, the Independent Directors hold
the highest standard of integrity and possess the requisite
qualifications, experience, expertise and proficiency.

14. EVALUATION OF THE BOARD''S PERFORMANCE,
COMMITTEE AND INDIVIDUAL DIRECTORS

Your Company has devised a framework for performance
evaluation of the Board, its committees and individual
directors. The Board carries out an evaluation of its
own performance and that of its Committees and the
individual Directors. The performance evaluation of Non¬
Independent Directors, the Board as a whole and the
Chairperson is carried out by the Independent Directors
in their separate meeting. The evaluation process consisted
of structured questionnaires covering various aspects of
the functioning of the Board and its Committees, such as
composition, experience and competencies, performance of
specific duties and obligations, governance issues etc.

The Board also carried out the evaluation of the
performance of Individual Directors based on criteria
such as contribution of the director at the meetings,
strategic perspective or inputs regarding the growth
and performance of the Company etc. The Board opines
that Independent Directors have got integrity, expertise
and relevant experience required in industry in which
Company operates. The evaluation of all the Directors and
the Board as a whole was found to be satisfactory. The flow
of information between the Company management and the
Board is timely, qualitative, and adequate.

15. BOARD AND COMMITTEES OF THE BOARD

The number of meetings of the Board and various Statutory
Committees of the Board including composition are set out
in the Corporate Governance Report which forms part of
this report. The intervening gap between the meetings
was within the period prescribed under the provisions of
Section 173 of the Act and SEBI Listing Regulations.

16. AUDITORS AND AUDITOR''S REPORT

(I) Statutory Auditors and Auditor''s Report

In compliance with the Section 139 of the Act and
Companies (Audit and Auditors) Rules, 2014, M/s S
S Kothari Mehta & Co. LLP, Chartered Accountants
(FRN: 000756N/N500441) were appointed as the
Statutory Auditors of the Company at the 14^th Annual
General Meeting (AGM) held on 28^th September,
2024 for a period of 5 years to hold the office till the
conclusion of the 19^th Annual General Meeting to be
held in the year 2029.

The Statutory Auditor''s Report for the F.Y. 2024-25
does not contain any qualification, reservation or
adverse remark and forms part of the Annual Report.
The Statutory Auditors have not reported any fraud
under Section 143(12) of the Act.

(II) Internal Auditors

The Board appointed M/s Jain Bansal & Associates,
as an Internal Auditors of the Company for FY 2025,
who have conducted the internal audits and shared
their reports and findings with the Audit Committee
and follow-up actions thereon. The Audit Committee
reviews the adequacy and effectiveness of the
Company''s internal control environment and monitors
the implementation of audit recommendations
including those relating to strengthening the
Company''s risk management policies and systems.

(III) Secretarial Auditors

Pursuant to Section 204 of the Act read with the rules
made thereunder, the Board on the recommendation
of the Audit Committee had appointed M/s Jain Alok
& Associates, Company Secretaries, New Delhi (C.P
No. 14828) as Secretarial Auditors of the Company for
the financial year 2024-25. The Secretarial Audit Report
for the F.Y. 2024-25 received from the Secretarial
Auditors, is attached to this report as ''Annexure-I''.

The Secretarial Audit Report does not contain any
qualification or reservation or adverse remark or
disclaimer.

Further, pursuant to Regulation 24A of the SEBI Listing
Regulations, the Company is required to appoint a
Secretarial Auditor, based on the recommendation
of the Board of Directors, with the approval of the
shareholders at the ensuing Annual General Meeting.

After evaluating and considering various factors
such as industry experience, competency of the Firm,
efficiency in conduct of audit, Independence etc, the
Board of Directors on the recommendation of the
Audit Committee, in its meeting held on 28^th May,
2025 proposed the appointment of M/s Jain Alok &
Associates, Company Secretaries, New Delhi (C.P
No. 14828, Peer review No.: 2438/2022), for a term of
5 (five) consecutive years, i.e., to hold the office from
conclusion of 15^th Annual General Meeting till the
conclusion of 30^th Annual General Meeting of your
Company, at a remuneration as may be mutually
agreed between the Board of Directors (upon the
recommendation of the Audit Committee) and
Secretarial Auditor.

M/ s Jain Alok & Associates have consented to
their appointment as Secretarial Auditors of the
Company and have confirmed that if appointed, their
appointment will be in accordance with the Act and
the SEBI Listing Regulations.

The Board recommends the Ordinary Resolution set
out at Item No.8 of the Notice for approval by the
Members. None of the Directors and Key Managerial
Personnel of the Company or their relatives is, in any
way, concerned or interested in the Resolution set out
at Item No.8 of the Notice.

(IV) Cost Auditors and Cost Records

Maintenance of cost records, as specified by the Central
Government under Section 148(1) of the Companies
Act, 2013 is not applicable to the Company.

17. INTERNAL CONTROL SYSTEM AND THEIR
ADEQUACY

Your Company has in place adequate internal control
systems commensurate with the size of its operations.
Internal control systems comprising of policies and
procedures are designed to ensure sound management of
your Company''s operations, safekeeping of its financial
information and compliance. The Company''s internal audit
process covers all significant operational areas and reviews
the process and control. Further, systems and procedures
are periodically reviewed to keep pace with the growing
size and complexity of your Company''s operations.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and
Regulation 22 of SEBI Listing Regulations, your Company
has adopted a Vigil Mechanism / Whistle Blower Policy

to provide a platform to the Directors and Employees of
the Company to raise concerns regarding any irregularity,
misconduct or unethical matters/dealings within
the Company. The same is detailed in the Corporate
Governance Report which forms part of this Annual
Report.

19. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The statement of disclosure of remuneration under
Section 197 of the Act read with Rule 5(1), 5(2) and 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is attached to this
report as ''Annexure - II''.

Further, as per second proviso to Section 136(1) of the
Act read with Rule 5 of the Rules, the Board''s Report
and Financial Statements are being sent to the Members
of the Company including the statement of particulars
of employees as required under the said Rules. The said
statement is also available for inspection by the Members at
the Registered Office of your Company on all days except
Saturday, Sunday and Public Holiday up to the date of
15^th AGM i.e. 28^th August, 2025 between 11:00 A.M. to 5:00
P.M. (1ST). Alternatively, the members may send an email
to the Company Secretary and Compliance Officer of the
Company at [email protected] in this regard.

20. CORPORATE GOVERNANCE REPORT

Your Company emphasizes on maintaining the highest
standards of corporate governance and believes in
adopting best practices and principles which articulate
through the Company''s code of business conduct,
Corporate Governance Guidelines, Charter of various
committees and disclosure policy. The Company fully
adheres to the standards set out by the SEBI for corporate
governance practices. The report on Corporate Governance
as stipulated under the SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015 forms part of
this Annual Report and is attached as ''Annexure - III''.

The requisite certificate from the Practicing Company
Secretaries confirming compliance with the conditions
of Corporate Governance is attached to the report on
Corporate Governance.

21. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act read with the rules made
thereunder, an Annual Report on CSR activities in the
prescribed proforma is annexed at ''Annexure - IV''. The
Company was required to spend 184.20 lakhs, being 2%
of the average net profits of the preceding 3 years during
the year under review which have been fully utilized. The
CFO has confirmed to the Board that funds mandated were
spent in line with the approval of the CSR Committee and
Board.

The Company has also formulated a Corporate Social
Responsibility (CSR) Policy which is available on the
website of the Company at https://www.eiel.in/_files/
ugd/8b0bac_4d75c949e90c48a197a35fb515f8287f.pdf.

22. RISK MANAGEMENT POLICY

A Risk Management Policy to ensure sustainable business
growth with stability and to promote a pro-active approach
in reporting, evaluating, and resolving risks associated
with the Company''s business has been adopted, which has
been placed on the website of the Company at: www.eiel.
in. The Company''s management systems, organizational
structures, processes, standards, code of conduct and

behaviors together form the Risk Management System
that governs how the Company conducts its business and
manages associated risks. The Company has adequate risk
management infrastructure in place capable of addressing
those risks.

23. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of
the Act, the Company''s annual return is available on its
website at: https://www.eiel.in/investor.

24. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134 of the Act, read with
the Companies (Accounts) Rules, 2014, is enclosed as
''Annexure - V'' to the Board''s Report.

25. PARTICULARS OF LOANS, GUARANTEE OR
INVESTMENTS UNDER SECTION 186

Provisions of Section 186 except sub-section (1) of the Section
are not applicable on the Company, being a Company
engaged in the business of providing infrastructural
activities.

26. SIGNIFICANT AND THE MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and the
material orders were passed by the Regulators/Courts
impacting the going concern status of the Company and its
future operations.

27. RELATED PARTY TRANSACTIONS

In compliance with Sections 177 and 188 of the Act, along
with relevant Rules and Regulation 23 of SEBI Listing
Regulations, your Company had obtained prior approval
from the Audit Committee before engaging in any related
party transactions.

All contracts / arrangements / transactions entered by the
company during the financial year with related parties as
defined in the Act and the SEBI Listing Regulations were
in the ordinary course of business and on an arm''s length
basis. Transactions with related parties are disclosed
in Note No. 43 of both the Standalone & Consolidated
Financial Statements in the Annual Report.

The particulars of material related party transactions,
referred to in Section 188(1) of the Act during the F.Y.
2024-25 in the prescribed form AOC-2 is attached with this
report as ''Annexure VI''

The Board has approved a policy for related party
transactions which has been uploaded on the Company''s
website at https://www.eiel.in/_files/ugd/2514a1_
c62ed3545f4c45d4b68f18b09955fd24.pdf.

28. DISCLOSURE UNDER THE SEXUAL HARASMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on ''Prevention of Sexual
Harassment'' in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made
thereunder for prevention and redressal of complaints of
sexual harassments at workplace. The policy is also available
on the website of the company at https://www.eiel.in/_
files/ugd/8b0bac_78e3184706df4fafa38294f684528fd4.pdf.

All women associate (permanent, temporary, contractual
and trainees) as well as any women visiting the Company''s
office premises or women service providers are covered
under this Policy. Internal Complaints Committee (ICC)
has been set up to redress complaints received regarding
sexual harassment.

During the year under review, no cases were filed
pursuant to the Sexual Harassment Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
Company has been conducting awareness campaign in its
offices to encourage its employees to be more responsible
and alert while discharging their duties.

29. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) &
134(5) of the Companies Act, 2013, your Board of Directors
to the best of their knowledge and ability hereby confirm
that:

a) in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;

b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit of the
Company for that period;

c) that the Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts on a
going concern basis;

e) the Directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

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

30. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts or shares which were required to
be transferred to the Investor Education and Protection
Fund by your Company during the year ended March 31,
2025.

31. SECRETARIAL STANDARDS

During the year under review, your Company has complied
with Secretarial Standards on Meetings of the Board of
Directors ("SS-1") and on General Meetings ("SS-2") as
amended and issued from time to time by the Institute of
Company Secretaries of India in terms of Section 118(10) of
the Companies Act, 2013.

32. PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your
Company under the Insolvency and Bankruptcy Code,
2016 which materially impact the business of the Company.

33. DIFFERENCE IN THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS

There were no instances where your Company required
the valuation for one time settlement and while taking the
loan from the Banks or Financial institutions.

34. ACKNOWLEDGEMENT

Your directors wish to take this opportunity to express their
sincere thanks to the merchant bankers, legal counsels,
Registrar to the Offer, Auditors and the Strategic Advisors

involved with the IPO and for helping your Company in
achieving the successful IPO and listing. Your Directors
would also like to thank the regulators SEBI and ROC
for enabling the Company to take its equity story to the
public market. Your Directors would like to express the
appreciation to the Stock Exchanges for extending co¬
operation in the listing process. Your Directors extend
their heartfelt gratitude to the shareholders for investing
in the IPO and reposing their continuous trust and faith
in the Company & its management. Last but not the
least, your directors also wish to place on record their
deep appreciation for the employees for the hard work,
commitment and dedication shown throughout the period.

For and on behalf of the Board of Directors of
Enviro Infra Engineers Limited

Sd/-

(Sanjay Jain)

Date: 28.05.2025 Chairman & Whole Time Director

Place: New Delhi DIN: 02575734

---

Mar 31, 2024

The Directors take pleasure in presenting before you the 14^th (Fourteenth) Annual Report
of the Company together with the Audited Financial Statement and Auditor’s Report thereon
for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY/ HIGHLIGHTS

The performance of the Company for the financial year ended 31^st March, 2024 is
summarized below:

(? In lakhs)

	Consolidated		Standalone
Particulars	For the year ended 31.03.2024	For the year ended 31.03.2023 (Restated)	For the year ended 31.03.2024	For the year ended 31.03.2023 (Restated)
Revenue from operations	72,891.50	33,810.20	72,606.54	33,392.14
Other Income	908.96	356.04	1,346.57	473.37
Total Income	73,800.46	34,166.24	73,953.11	33,865.51
Less: Interest	2,251.73	835.49	1,695.58	767.08
Less: Depreciation	608.44	230.41	608.44	230.41
Profit before Tax (PBT)	14,698.65	7741.26	15,457.40	7,561.32
Less: Current Tax	4,135.04	2023.88	4,135.04	1,993.43
Less: Deferred Tax	(86.63)	(31.19)	(87.34)	(41.91)
Less: Short & Excess Provision For Income Tax	4.60	3.36	1.47	3.36
Net Profit after Tax	10,645.64	5,745.21	11,408.23	5606.44
Non Controlling interest- Share in Profit/(Loss) for the year (VI)	(197.46)	36.08	-	-
Other Comprehensive Income	4.35	(8.66)	4.35	(8.66)
Total Comprehensive Income	10,649.99	5,736.55	11,412.58

2. THE STATE OF COMPANY AFFAIRS

The company''s performance has witnessed remarkable growth over the past year. In March
2024, the company''s income surged to ? 73,953.11 lakhs, compared to ? 33,865.51 lakhs
in March 2023, representing a significant increase of 118%. Moreover, the PBT in March
2024 reached an impressive ? 15,457.40 lakhs, a substantial rise from ? 7,561.32 lakhs
profit recorded in March 2023, representing a significant increase of 104%. These robust
financial indicators exemplify the company''s exceptional performance and sustained
success.

Your Company has withdrawn the earlier Draft Red Herring Prospectus (“DRHP”) filed with
SEBI, NSE and BSE and subsequently has filed a fresh DRHP on 26.06.2024.

3. DIVIDEND

No dividend is recommended / declared by the Board for the financial year ended 31^st
March, 2024 in order to facilitate expansion.

4. RESERVES

The Board has not transferred any amount to reserves out of the profits for the financial year ¹
ended 31^st March, 2024.

5. SHARE CAPITAL
AUTHORISED SHARE CAPITAL

During the period under review, the Authorized Share Capital of the Company was
increased from ? 40,00,00,000 (Rupees Forty Crores Only) divided into 4,00,00,000 (Four
Crore) Equity Shares of ? 10/- (Rupees Ten) each to ?180,00,00,000/- (Rupees One
Hundred and Eighty Crores Only) divided into 18,00,00,000 (Eighteen Crore) Equity Shares
of? 10/- (Rupees Ten) each.

As on date, the Authorised Share Capital of the Company is ? 185,00,00,000/- (Rupees One
Hundred and Eighty Five Crores Only) divided into 18,50,00,000 (Eighteen Crore and Fifty
Lakhs) Equity Shares of? 10/- (Rupees Ten) each

ISSUED SHARE CAPITAL

During the period under review, the Company has raised money via Private Placement by
issuing 17,50,000 Equity Shares having face value of Rs. 10 each at a price of Rs. 332 each
(including premium of Rs. 322 each), ranking pari passu with the existing Equity Shares.

ISSUE OF BONUS SHARES

During the period under review, the Company has issued and allotted the bonus shares to
the equity shareholders of the Company as follows:

Date of Allotment	Bongs Issue Ratio	No. of Equity Shares Allotted	Face Value (in ?)
30th March, 2024	4:1 i.e. Four (4) Equity Shares for one (1) Equity Share held	10,94,80,000	10

SUBSCRIBED AND PAID-UP

As on 31^st March, 2024, the issued, subscribed and paid-up capital of the Company is
?136,85,00,000/- (Rupees One Hundred Thirty Six Crores and Eighty Five Lakhs Only)
divided into 13,68,50,000 (Thirteen Crores Sixty Eight Lakhs and Fifty Thousand) Equity
Shares of ? 10/- (Rupees Ten) each.

6. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business in the financial year under review.

7. SUBSIDIARY COMPANY / JOINT VENTURES

During the period under review, the Company has:

(i) Three (3) Subsidiary Companies:

a. EIEPL Bareilly Infra Engineers Private Limited is incorporated as a Special
Purpose Vehicle (SPV) for the EPC of three STPs having 42 MLD, 20 MLD & 1
MLD capacities at Bareilly under Bareilly Municipality, a project initiated by
Government of Uttar Pradesh through Uttar Pradesh Jal Nigam and the National
Mission for clean Ganga.

b. EIEL Mathura Infra Engineers Private Limited, is incorporated on 06.09.2023 as a
Special Purpose Vehicle (SPV), for the EPC of 60 MLD STP at Gokul Barrage in
Mathura under Mathura - Vrindavan Municipality, a project initiated by
Government of Uttar Pradesh through Uttar Pradesh Jal Nigam and the National
Mission for Clean Ganga. The Company has yet to commence its operations.

c. Enviro Infra Engineers (Saharanpur) Private Limited, is incorporated on
08.03.2024 as a Special Purpose Vehicle (SPV) for the development of 135 MLD
STP at Pinjora Village in Saharanpur, a project initiated by Government of Uttar
Pradesh through Uttar Pradesh Jal Nigam and the National Mission for Clean
Ganga. Pursuant to the Companies Act, 2013, its Financial Year will close on
31.03.2025. The Company has yet to commence its operations.

(ii) The Company does not have any Joint Venture Company. However there are Five (5)
Joint Control Operations namely (i) EIEPL-HNB JV, (ii) HNB-EIEPL JV, (iii) EIEPL-
LCIPPL-ABI JV, (iv) BIPL-EIEPL JV (v) EIEPL-ABI JV, which became the part of
Standalone Financial Statements.

The Company does not have any Associate Company.

A statement providing details of performance and salient features of the financial statements
of Subsidiary Company / Joint Ventures, as per Section 129(3) of the Act, is provided in the
consolidated financial statement and therefore not repeated in this Report to avoid
duplication.

The financial statements of the subsidiary, as required, are available on the Company’s
website and can be accessed at www.eiel.in.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is
available on the Company''s website and can be accessed at www.eiel.in.

8. PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review which falls under
the purview of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014.

However, pursuant to Rule 2 (viii) of the Companies (Acceptance of Deposits) Rules, 2014,
the Company has received an interest free unsecured loan of Rs. 36 Lakhs and Rs. 1.89
Crore from Mr. Sanjay Jain and Mr. Manish Jain, Directors of the Company, respectively.
The entire amount has been repaid till March, 2024.

Further, the said Directors have furnished to the company at the time of giving the money,
a declaration in writing to the effect that the amount is not being given out of funds acquired
by them by borrowing or accepting loans or deposits from others.

9. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNELS (KMPs)

As on 31^st March, 2024, the Board of Directors of the Company had a good and diverse mix
of Executive and Non-Executive Directors comprised of the following members:

S. No.	Name of the Director	DIN	Designation
1.	Mr. Sanjay Jain	02575734	Chairman & Whole Director
2.	Mr. Manish Jain	02671522	Managing Director
3.	Mrs. Ritu Jain	09583136	Non - Executive Director
4,	Dr. Rajesh Mohan Rai	09050751	Independent Director
5.	Mr. Aseem Jain	09708228	Independent Director
6.	Mr. Anil Goyal	00110557	Independent Director

None of the Directors of the Company are disqualified under the provisions of Companies
Act, 2013.

Changes in the Board during the year:

No change in the Board of Directors during the year.

However the following changes took place in the composition of the Board after the closure
of the financial year:

1. Dr. Rajesh Mohan Rai (DIN: 09050751) resigned on 08.05.2024 due to illness.

2. Mrs. Nutan Guha Biswas (DIN: 03036417) was appointed as Additional Director (Non¬
Executive and Independent Director) w.e.f. 15.06.2024 and her appointment as
Independent Director for a period of five consecutive years was confirmed by the
shareholders of the Company in the EGM held on 17.06.2024.

Director Retiring by Rotation

Mr. Sanjay Jain (DIN: 02575734) and Mr. Manish Jain (DIN: 02671522), retires by rotation
at the ensuing AGM and being eligible, offers themselves for re-appointment. Accordingly,
a resolution is included in the Notice of the forthcoming Annual General Meeting of the
Company for seeking approval of members for their re-appointment as a Director of the
Company.

Key Managerial Personnels (KMPs)

1. Mr. Sunil Chauhan is Chief Financial Officer (CFO) of the Company.

2. Mr. Piyush Jain (ACS 57000) is Company Secretary & Compliance Officer of the
Company.

There has been no change in the KMPs of the Company during the year.

Declaration by Independent Directors

Declarations pursuant to Sections 164(2) and 149(6) of the Companies Act, 2013 (“Act”)
and that they have registered their names in the Independent Directors’ Databank by all the
Independent Directors of the Company have been made. Further Company has also
received statements from all the Independent Directors that they have complied with the
Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In the
opinion of the Board, the Independent Directors hold the highest standard of integrity and
possess the requisite qualifications, experience, expertise and proficiency.

10. AUDITORS AND AUDITOR’S REPORT

(I) Statutory Auditors and Auditor’s Report

M/s PVR & Co., Chartered Accountants, (FRN: 013191N), who were appointed as the
Statutory Auditors of the Company for a period of 5 years till the conclusion of 14^th AGM,
had resigned on 21.10.2023.

Pursuant to Section 139 of the Companies Act, 2013, M/s S. S Kothari Mehta & Co.,
Chartered Accountants, (FRN: 000756N), were appointed as Statutory Auditors of the
Company to fill the casual vacancy for the period ended 31.03.2024 and shall hold office
till the conclusion of the ensuing Annual General Meeting.

The report of the Statutory Auditors on Financial Statements for the year under review
forms part of the Annual Report and there are no auditor’s qualifications, reservation,
adverse remark or disclaimer in the audit report for the financial year ended 31^st March,
2024.

There have been no instances of fraud reported by the Statutory Auditor during the
financial year 2023-24 under Section 143(12) of the Act (including any statutory
modification(s) or re- enactment(s) for the time being in force) read with rules framed
thereunder, either to the Company or to the Central Government.

After evaluating and considering various factors such as industry experience,
competency of the Audit Team, efficiency in conduct of audit, Independence etc, the
Board of Directors on the recommendation of the Audit Committee, in its meeting held
on 28.08.2024 proposed the appointment of M/s S S Kothari & Co. LLP, Chartered
Accountants, for a term of 5 years as Statutory Auditors, at a remuneration as may be
mutually agreed between the Board of Directors, upon the recommendation of the Audit
Committee and Statutory Auditors. M/s S S Kothari & Co. LLP have consented to their
appointment as Statutory Auditors and have confirmed that if appointed, their
appointment will be in accordance with Section 139 read with Section 141 of the Act.

The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for
approval by the Members. None of the Directors and Key Managerial Personnel of the
Company or their relatives is, in any way, concerned or interested in the Resolution set
out at Item No. 4 of the Notice.

(II) Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 and the rules made thereunder,
the Board had appointed M/s Jain Alok & Associates, Company Secretaries, New Delhi
(C.P No. 14828) as Secretarial Auditors of the Company for the financial year 2023-24.
The Secretarial Audit Report for the F.Y. 2023-24 received from the Secretarial Auditors,
is attached as Annexure-1 to this Board''s Report. The Secretarial Audit Report does
not contain any qualification or reservation or adverse remark or disclaimer.

(III) Cost Auditors and Cost Records

Maintenance of cost records, as specified by the Central Government under Section
148(1) of the Companies Act, 2013 is not applicable to the Company.

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has in place adequate internal control systems commensurate with the size
of its operations. Internal control systems comprising of policies and procedures are
designed to ensure sound management of your Company’s operations, safekeeping of its
financial information and compliance. The Company has also appointed an external
Internal Auditor as per the provisions of the Companies Act, 2013. The Company’s internal
audit process covers all significant operational areas and reviews the Process and Control.
Further, systems and procedures are periodically reviewed to keep pace with the growing
size and complexity of your Company’s operations.

12. BOARD / COMMITTEE DETAILS

(I) Number of Board Meetings

During the year, Eight (8) Board Meetings were held in hybrid mode with clearly
defined agenda circulated well in advance before each meeting. The maximum interval
between two meetings did not exceed 120 days, as prescribed in the Companies Act,
2013. The necessary quorum was present at all the meetings.

The details of board meetings held during the financial year 2023-24 are given below:

No. of Board Meetings	Board Meetings held on	Board Strength	No. of Directors Present	% of Attendance
1.	17.05.2023	6	5	84
2.	11.07.2023	6	6	100
3.	11.09.2023	6	6	100
4.	13.09.2023	6	6	100
5.	30.09.2023	6	6	100
6.	06.11.2023	6	6	100
7.	29.02.2024	6	5	84
8.	26.03.2024	6	5	84

Details of attendance of Directors at Board Meetings held during the period under
review and at the last Annual General Meeting (AGM) held on 30^th September, 2023
are given below:

S. No.	Name of Director	DIN	Category	No. of Board Meetings held / attended during their respective tenure	Attendance at last AGM (30.09.2023)
1.	Mr. Sanjay Jain	02575734	Chairman & Whole Time Director	8/8	Yes
2.	Mr. Manish Jain	02671522	Managing Director	8/6	Yes
3.	Mrs. Ritu Jain	09583136	Non - Executive Director	8/7	Yes
4.	Dr. Rajesh Mohan Rai (Resigned w.e.f. 08.05.2024)	09050751	Independent Director	8/8	Yes
5.	Mr. Aseem Jain	09708228	Independent Director	8/8	Yes
6.	Mr. Anil Goyal	00110557	Independent Director	8/8	Yes

(II) Meeting of Independent Directors

A separate meeting of Independent Directors was held on 29.03.2024 in accordance
with the requirements of Section 149 & Schedule IV of the Companies Act, 2013. In
the said meeting the Independent Directors, inter alia, reviewed the performance of
Executive Directors, Non-Executive Directors (other than Independent Directors),
Chairman and the Board as a whole. All the Independent Directors attended the
meeting.

The detail of familiarization programmes is available on the Company’s website
www.eiel.in.

(III) Audit Committee

The Company has in place the Audit Committee, it’s composition and terms of
reference in line with the provisions of Section 177 of the Companies Act, 2013. The
members of the Audit Committee have requisite financial and management expertise.
Six (6) meetings were held during the year. All the recommendations made by the
Audit Committee were accepted by the Board.

The composition and the attendance of the members at the Audit Committee
meetings held during the financial year 2023-24, are given below:

S. No.	Meeting Date	Director Name & Position
		Mr. Anil Goyal (Chairman)	Mr. Aseem Jain (Member)	Mr. Manish Jain (Member)
1.	17.05.2023	Yes	Yes	Yes
2.	11.07.2023	Yes	Yes	Yes
3.	11.09.2023	Yes	Yes	Yes
4.	30.09.2023	Yes	Yes	Yes
5.	06.11.2023	Yes	Yes	Yes
6.	26.03.2024	Yes	Yes	Yes

The Company Secretary acts as the Secretary of the Committee.

Vigil Mechanism

The Company has formulated a Whistle Blower / Vigil Mechanism Policy in terms of
Section 177(9) and (10) of the Companies Act, 2013, to provide a formal mechanism
to the Directors and employees to report their genuine concerns about unethical
behavior, actual or suspected, fraud or violation of the Company’s code of conduct.
The policy provides for adequate safeguards against victimization of the persons who
avail of the mechanism and also provides for direct access to the chairman of the
Audit Committee. The Vigil Mechanism Policy is placed on the website of the
Company at www.eiel.in

The Company has in place the Nomination and Remuneration Committee, it’s
composition and terms of reference in line with the provisions of Section 178 of the
Companies Act, 2013. One (1) meeting of the Nomination and Remuneration
Committee was held on 17.05.2023.

The composition and the attendance of the members at the Nomination and
Remuneration Committee meetings held during the financial year 2023-24, are given
below:

S. No.	Name of the Director	Designation	Meeting held on 17.05.2023
1.	Dr. Rajesh Mohan Rai DIN: 09050751 Independent Director (Resigned w.e.f. 08.05.2024)	Chairman	Yes
2.	Mr. Aseem Jain DIN:09708228 Independent Director	Member	Yes
3.	Mrs. Ritu Jain DIN:09583136 Non - Executive Director	Member	Yes
% of attendance			100

The Company Secretary acts as the Secretary of the Committee.

The present composition of NRC Committee is as follows:

1. Mr. Aseem Jain, Independent Director, Chairman

2. Mr. Anil Goyal, Independent Director, Member

3. Mrs. Ritu Jain, Non Executive - Non Independent Director, Member

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy duly adopted and
approved by the Board. The Nomination and Remuneration Policy of the Company
includes the terms and conditions for appointment and payment of remuneration to
the Directors and KMPs and other Senior Management Personnel including criteria
for determining qualifications, positive attributes, independence of a director as per
Section 178 and Schedule IV of the Companies Act, 2013. The said policy is available
on the website of the Company at www.eiepl.in.

Directors’ Performance Evaluation Policy

The Board has laid down the process and mechanism for evaluating the performance
of the Board, its Committees, individual Directors and Chairman of the Board. The
Board carries out annual performance evaluation of the Board, its Committees,
individual Directors including the Chairman of the Board, as per its policy. The
performance evaluation has been done by the entire Board of Directors, except the
Director concerned being evaluated.

The Company has in place the Stakeholders’ Relationship Committee, it’s
composition and terms of reference in line with the provisions of Section 178(5) of
the Companies Act, 2013. The Committee specifically looks into the redressal of
shareholder and investor complaints.

The composition of Stakeholders’ Relationship Committee is as follows:

S. No	Name	DIN	Directorship	Designation
1.	Dr. Rajesh Mohan Rai (Resigned w.e.f. 08.05.2024)	09050751	Independent Director	Chairman
2.	Mrs. Nutan Guha Biswas (Appointed w.e.f 15.06.2024)	03036417	Independent Director	Chairman
3.	Mr. Sanjay Jain	02575734	Whole Time Director	Member
4.	Mr. Manish Jain	02671522	Managing Director	Member

The Company Secretary acts as the Secretary of the Committee. .

No meeting of Stakeholders’ Relationship Committee was held during the year.

(VI) Corporate Social Responsibility (CSR) Committee

The Company has in place a Corporate Social Responsibility (CSR) Committee in
line with the provisions of Section 135 of the Companies Act, 2013 to recommend the
amount of expenditure to be incurred on the activities prescribed as per the approved
policy and to monitor the Corporate Social Responsibility Policy of the Company from
time to time.

Two (2) meetings of the Corporate Social Responsibility (CSR) Committee were held
on 17.05.2023 and 29.09.2023.

The composition and the attendance of the members at the Corporate Social
Responsibility (CSR) Committee meetings held during the financial year 2023-24, are
given below:

S. No.	Name of the Director	Designation	Meeting	held on
			17.05.2023	29.09.2023
1.	Mr. Sanjay Jain DIN: 02575734 Chairman & Whole Time Director	Chairman	Yes	No
2.	Mrs. Ritu Jain DIN:09583136 Non - Executive Director	Member	Yes	Yes
3.	Mr. Aseem Jain DIN:09708228 Independent Director	Member	Yes	Yes
% of attendance			100	67

The Company Secretary acts as the Secretary of the Committee.

CSR Activities

Pursuant to Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended from time to time, an Annual Report
in the prescribed proforma is at Annexure-2. The Company was required to spent
?88.83 lakh, being 2% of the average net profits of the preceding 3 years during the
year under review which have been fully utilized. The CFO has confirmed to the
Board that funds mandated were spent as per approval of the CSR Committee and
Board.

The Company has also formulated a Corporate Social Responsibility (CSR) Policy
which is available on the website of the company at www.eiel.in.

13. RISK MANAGEMENT POLICY

A Risk Management Policy to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating, and resolving risks associated
with the Company’s business has been adopted, which has been placed on the website
of the Company at: www.eiel.in. The Company’s management systems, organizational
structures, processes, standards, code of conduct and behaviors together form the Risk
Management System that governs how the Company conducts its business and
manages associated risks. The Company has adequate risk management infrastructure
in place capable of addressing those risks.

14. EVALUATION OF THE BOARD’S PERFORMANCE. COMMITTEE AND INDIVIDUAL
DIRECTORS

The Company has devised a framework for performance evaluation of Board, its
committees and individual directors. The Board carries out an evaluation of its own
performance and that of its Committees and the individual Directors. The performance
evaluation of Non-Independent Directors, the Board as a whole and the Chairperson is
carried out by the Independent Directors in their separate meeting. The evaluation
process consisted of structured questionnaires covering various aspects of the
functioning of the Board and its Committees, such as composition, experience and
competencies, performance of specific duties and obligations, governance issues etc.

The Board also carried out the evaluation of the performance of Individual Directors
based on criteria such as contribution of the director at the meetings, strategic
perspective or inputs regarding the growth and performance of the Company etc. The
Board opines that Independent Directors have got integrity, expertise and relevant
experience required in industry in which Company operates. The evaluation of all the
Directors and the Board as a whole was found to be satisfactory. The flow of information
between the Company management and the Board is timely, qualitative, and adequate.

15. ANNUAL RETURN

The Annual Return of the Company is placed at its website: www.eiel.in.

16. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As required under Section 132(3)(m) of the Companies Act, 2013 read with rule 8 of
Companies (Accounts) Rules 2014, details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy:

No information is required to be provided under this segment.

(B) Technology absorption:

No information is required to be provided under this segment.

(C) Foreign exchange earnings and Outgo:

During the period under review, the Foreign Exchange inflow was NIL and outflow was
NIL

17. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

Provisions of Section 186 except sub-section (1) of the Section are not applicable on the
Company, being a company engaged in the business of providing infrastructural activities.

18. SIGNIFICANT AND THE MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

During the year under review, no significant and the material orders were passed by the
Regulators/Courts impacting the going concern status of the Company and its future
operations.

During the year, the status of the Company was changed from Private Limited to Public
Limited pursuant to the issue of new Certificate of Incorporation dated 8^th August, 2022
issued by Registrar of Companies (ROC). Consequently, the name of the Company was
changed from Enviro Infra Engineers Private Limited to Enviro Infra Engineers Limited.
The same has no impact on the going concern status of the Company and its future
operations.

19. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the company during the financial
year with related parties as defined under the Companies Act, 2013 were in the ordinary
course of business and on an arm’s length basis. Transactions with related parties are
disclosed in Note No. 37 of the Consolidated Financial Statements in the Annual Report.

The particulars of material related party transactions, referred to in Section 188(1) of the
Companies Act, 2013 during the FY 23-24 in the prescribed form AOC-2 is attached with
this report as Annexure 3.

The Board has approved a policy for related party transactions which has been uploaded
on the Company’s website at www.eiel.in.

20. DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAU ACT. 2013

The Company has in place a policy on ‘Prevention of Sexual Harassment’ in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and
redressal of complaints of sexual harassments at workplace. The policy is also available
on the website of the company at www.eiel.in. All women associate (permanent,
temporary, contractual and trainees) as well as any women visiting the Company''s office
premises or women service providers are covered under this Policy. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual
harassment.

During the year under review, no cases were filed pursuant to the Sexual Harassment
Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company
has been conducting awareness campaign in its offices to encourage its employees to be
more responsible and alert while discharging their duties.

21. DEMATERALISATION OF SHARES

The Equity shares of the Company are compulsorily traded in demat form and are available
for trading under both the Depository Systems in India - National Securities Depository
Limited (the “NSDL") and Central Depository Services (India) Limited (the “CDSL”). As on
31^st March, 2024, 100% of the Company’s shares representing 13,68,50,000 shares are
held in dematerialized form. The entire Promoters’ holdings are in dematerialised form.

Registrar and Share Transfer Agent (RTA)

The Company has appointed Bigshare Services Private Limited as its Registrar and Share
Transfer Agent (RTA). Shareholders can correspond with the registered office of the
Company and/or at the Company’s Registrar and Share Transfer Agents. Shareholders
holding shares in electronic mode should address all correspondence to their respective
depository participants.

Name : M/s Bigshare Services Private Limited

CIN : U99999MH1994PTC076534

Address : S6-2, 6th Floor, Pinnacle Business Park, Mahakali Cave Road,

Andheri (East), Mumbai - 400093
Phone No. : 022-62638200

Email ID : [email protected]

Website : www.bigshareonline.com

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, the provisions of Section 197(12) of the Companies Act,
2013 read with relevant rules made thereunder, were not applicable to the Company.

23. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & 134(5) of the Companies Act,
2013, your Board of Directors to the best of their knowledge and ability hereby confirm
that:

a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2024 and of
the profit of the Company for that period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

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

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

During the year under review, there were no material changes and commitments affecting
the financial position of the Company which have occurred between the end of the financial
year to which these financial statements relate and date of this report.

25. CREDIT RATING

The Credit rating of the Company has improved and CRISIL has reaffirmed long-term
rating of ‘CRISIL A-/Stable’ (Upgraded from ''CRISIL BBB '') and short term rating of
‘CRISIL A2 ’ (Upgraded from ''CRISIL A2'') on the bank facilities of the Company. The
outlook is ‘Stable’.

26. SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards on
Meetings of the Board of Directors (“SS-1”) and on General Meetings (“SS-2”) as amended
and issued from time to time by the Institute of Company Secretaries of India in terms of
Section 118(10) of the Companies Act, 2013.

27. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE.
2016

There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the business of the Company.

28. DIFFERENCE IN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

There were no instances where your Company required the valuation for one time
settlement and while taking the loan from the Banks or Financial institutions.

29. ACKNOWLEDGEMENT

Your directors wish to take this opportunity to express their sincere thanks to all the
investors, shareholders and stakeholders for the faith and confidence they have reposed
in the Company. The directors also wish to place on record their deep appreciation for the
employees for the hard work, commitment and dedication shown throughout the period.

For and on behalf of the Board of Directors of
Enviro Infra Engineers Limited

(Oj

V&v JJi) (Sanjay Jain)

Date: 23.09.2024 • ₄Chairman & Whole Time Director

Place: New Delhi DIN: 02575734