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companylogoEnviro Infra Engineers Ltd

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BSE Code : 544290 | NSE Symbol : EIEL | ISIN : INE0LLY01014 | Industry : Engineering - Turnkey Services |


Directors Reports

Dear Members,

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

1. FINANCIAL SUMMARY/ HIGHLIGHTS

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

(Rs. 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 31st March 2025 and after careful consideration, your Directors have elected not to propose any dividends for the financial year ended 31st 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 Shares Paid up Equity Share Capital (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 31st 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 nonconvertible 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 15th AGM i.e. 28th 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. relation@eiepl.in.

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 31st 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 28th 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 23rd August, 2025 to 22nd 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 reappointment 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 reappointment for consideration by the members of the Company at the ensuing AGM. Accordingly, a resolution is included in the Notice of the 15th 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 15th 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 NonIndependent 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 14th Annual General Meeting (AGM) held on 28th September, 2024 for a period of 5 years to hold the office till the conclusion of the 19th 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 28th 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 15th Annual General Meeting till the conclusion of 30th 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 15th AGM i.e. 28th 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 investors.relation@eiepl.in 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 cooperation 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

   

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