FINANCIAL PERFORMANCE

On a standalone basis, the Operating Revenue of the Company for
the financial year ended 31^st March, 2026 stood at ' 86,846.06
Lakh, registering a growth of approximately 11.76% over
' 77,705.56 Lakh in the previous financial year. The Net Profit
for the year under review increased to ' 7,624.94 Lakh, as
against ' 4,927.76 Lakh in the previous year, reflecting a growth
of approximately 54.73%.

On a consolidated basis, the Operating Revenue for the financial
year ended 31^st March, 2026 stood at ' 86,846.07 Lakh, as
compared to ' 77,705.56 Lakh in the previous year. The Company
recorded a Consolidated Net Profit of ' 7,467.53 Lakh during the
financial year 2025-26, as against a Consolidated Net Profit of
' 4,793.12 Lakh in the previous year.

The improvement in both revenue and profitability is a result
of improved operational efficiencies, and the Board remains
confident of sustaining this growth momentum in the coming years.

STATE OF COMPANY’S AFFAIRS

SPML Infra Limited is one of India's leading infrastructure
development company with over 45 years of exemplary experience
in delivering sustainable and technology-driven solutions across
the water, power, environment, and urban infrastructure sectors.
Established in 1981, the company has built a strong pan-India
presence and successfully executed more than 700 infrastructure
projects, creating assets that have significantly contributed to the
nation's economic and social development.

SPMLs diverse portfolio includes drinking water supply systems,
wastewater treatment plants, integrated sewerage networks,
municipal solid waste management facilities, power transmission
and distribution systems, substations, rural electrification

projects, and smart city solutions. Recognized as India's leading
water management company, SPML has played a pivotal role in
providing safe and clean drinking water to over 50 million people
across urban and rural India.

The company's achievements have earned global and national
recognition. SPML was ranked 14^th among the World's Top 50
Private Water Companies by Global Water Intelligence (GWI),
London, and has been recognized among India's 10 Best
Infrastructure Companies. As a publicly listed and ESG-compliant
organization, SPML remains committed to sustainable growth,
innovation, and responsible infrastructure development.

Further strengthening its growth trajectory, SPML Infra has
secured new project orders worth approximately ' 5,600 crore,
independently or through joint ventures, over the past year. These
orders have significantly enhanced the company's order book
and provide strong visibility for revenue growth and financial
performance in the coming years. With a robust project pipeline,
diversified capabilities, and a focus on future-ready infrastructure
solutions, SPML Infra continues to play an important role in
shaping India's sustainable development journey.

Driving India’s Energy Transition through Battery Energy
Storage Systems (BESS)

Building on over four decades of experience in developing critical
water and power infrastructure, SPML Infra is strategically
expanding into the Battery Energy Storage System (BESS) sector
to support India's accelerating energy transition. With the country
targeting nearly 236 GWh of energy storage capacity by 2031¬
32, energy storage is emerging as a critical enabler of renewable
energy integration, grid stability, and long-term energy security.

To strengthen its capabilities in this high-growth sector, SPML
Infra has partnered with Energy Vault, USA, a global leader in
sustainable energy storage solutions. The collaboration combines
Energy Vault's advanced technology with SPML Infra's proven
expertise in executing large-scale infrastructure projects, creating
a strong platform to deliver innovative and scalable energy
storage solutions across India.

Demonstrating its growing presence in the sector, SPML Infra has
secured a landmark ' 1,128 crore contract from NTPC Limited
for the development of a 1 GWh Battery Energy Storage System,
recognized as India's largest single BESS order. The turnkey
project involves the execution of a 1,000 MWh energy storage
facility and includes a 15-year Operations & Maintenance (O&M)
agreement, providing long-term performance assurance and
regular revenue visibility.

Further strengthening its position in the energy storage value
chain, SPML Infra's state-of-the-art BESS manufacturing facility
in Pune, with an initial production capacity of 2.5 GWh, is nearing
completion. As part of its growth strategy, the company plans to
expand the facility's capacity to 5 GWh, establishing a significant
domestic manufacturing base for advanced energy storage
solutions and supporting India's drive towards self-reliance in
clean energy technologies.

With a strong order pipeline, strategic technology partnerships,
and expanding manufacturing capabilities, SPML Infra is well-
positioned to emerge as a leading player in the BESS market. The
company's investments in energy storage not only strengthen its
growth prospects but also reinforce its commitment to building
a resilient, sustainable, and low-carbon energy future for India.

CHANGE IN NATURE OF BUSINESS

During the financial year under review, save for the Company's
strategic entry into the Battery Energy Storage System (BESS)
business as detailed above, there has been no change in the
nature of the business of the Company.

DIVIDEND

With a view to conserving resources for the Company's working
capital requirements and to support overall operational efficiency,
the Board of Directors has considered it prudent to retain the
profits within the Company. Accordingly, the Board does not
recommend any dividend for the financial year 2025-26.

DIVIDEND DISTRIBUTION POLICY

The requirement of formulating a Dividend Distribution Policy
under Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is applicable to
the top 1000 listed entities determined on the basis of market
capitalisation. The said requirement is not applicable to the
Company for the financial year under review.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire profit for
the financial year 2025-26 in the Statement of Profit and Loss.
Consequently, no amount has been transferred to the General
Reserve during the year under review.

DEPOSITS

During the year under review, the Company has not accepted
any deposits from the public within the meaning of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014, including any amendments thereto.
Accordingly, no amount of principal or interest in respect of such
deposits was outstanding as on 31^st March 2026.

SHARE CAPITAL

During the financial year under review, the Company issued
and allotted 1,89,153 equity shares of face value ' 2/- each to
eligible employees upon exercise of stock options granted under
the SPML ESOP Scheme, 2021. These shares were allotted at an
exercise price of ' 31.20/- per share, aggregating to ' 59.02 Lakh.

Pursuant to the approval of the shareholders at their meeting
held on 10^th December, 2025, the Company issued and allotted
11,44,436 equity shares of face value ' 2/- each under the
preferential allotment mechanism. These shares were allotted
to National Asset Reconstruction Company Ltd. (NARCL), the
lender, at an issue price of ' 276/- per share, aggregating to

' 3,158.64 Lakh. The allotments were made by way of conversion
of outstanding loans.

Out of the total warrants issued during the financial year 2024-25
(on 23.05.2024 and 24.10.2024), the entire 37,67,431 warrants
were converted into equity shares of face value ' 2/- each at a
price of ' 118.56/- per share, and 22,20,000 warrants out of
the 73,14,844 warrants were converted into equity shares of
face value ' 2/- each at a price of ' 215/- per share during the
financial year.

As on 31^st March 2026, the issued, subscribed, and paid-up
equity share capital of the Company stands at ' 1,576.43 Lakh,
comprising 7,88,21,335 equity shares of face value ' 2/- each.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

As of 31^st March, 2026, the Company has two (2) wholly owned
Subsidiaries, five (5) Associates and five (5) Joint Ventures.

Pursuant to the approval of the merger of Mathura Nagar Waste
Processing Co. Pvt. Ltd. with SPML Infrastructure Ltd. effective
from 1^st April 2025, Madurai Municipal Waste Processing
Company Pvt. Ltd. ceased to be an Associate of the Company.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014,
a separate statement containing the salient features of the
performance and financial position of each of the Subsidiaries,
Associates and Joint Ventures in the prescribed Form AOC-1
forms part of the Company's Annual Report.

In accordance with the provisions of Section 136 of the
Companies Act, 2013, the Financial Statements, consisting of
the consolidated financial statements, all relevant Annexures and
the Auditors' Report, are available on the Company's website and
can also be accessed electronically during working hours until the
date of the Annual General Meeting.

The Company does not have any material subsidiary during the
year ended 31^st March, 2026. However, the Policy for determining
“Material Subsidiaries” in line with the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 can be accessed
on the Company's website at Policy on Material Subsidiary

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at their meeting held on 03^rd September,
2025, upon the recommendation of the Nomination and
Remuneration Committee, approved the appointment of
Mr. Abhinandan Sethi (DIN: 03576095) as Managing Director
of the Company for a period of 5 years with effect from 03^rd
September, 2025, and Mr. Rajeev Kumar Jain (DIN: 07905985)
as Additional Director in the Independent category for a term of 1
(one) year from 03^rd September, 2025 to 02^nd September, 2026.
Further, the shareholders, by way of postal ballot dated 10^th
September, 2025, approved the appointment of Mr. Abhinandan
Sethi and Mr. Rajeev Kumar Jain as Managing Director and

Independent Director respectively. Mr. Rajeev Kumar Jain is not
liable to retire by rotation for the aforementioned term.

Further, on the request of Mr. Subhash Chand Sethi (DIN:
00464390), the Board of Directors at its meeting held on 03^rd
September, 2025 re-designated him as Chairman and Non¬
Executive Director of the Company w.e.f. 11^th October, 2025 (date
of Shareholders' approval), which was subsequently approved by
the Shareholders via postal ballot dated 10^th September, 2025.

In accordance with the provisions of Section 152(6) of the
Companies Act, 2013 and the Rules framed thereunder and the
Articles of Association of the Company, Mr. Manoj Kumar Digga
(DIN: 01090626), Executive Director of the Company, is liable to
retire by rotation at the ensuing Annual General Meeting. Being
eligible, he has offered himself for re-appointment. A resolution
seeking the Members' approval for his re-appointment, along
with his brief resume and other details as stipulated under the
SEBI Listing Regulations, forms part of the Notice of the Annual
General Meeting.

During the year under review, Mr. Abhinandan Sethi was appointed
as the Managing Director of the Company and, consequent to
such appointment, has been designated as a Key Managerial
Personnel of the Company in accordance with the provisions of
Section 203 of the Companies Act, 2013.

Pursuant to the change in his designation, Mr. Subhash Chand
Sethi ceased to be a Key Managerial Personnel of the Company.

Mr. Manoj Kumar Digga, Chief Financial Officer, and Mrs. Swati
Agarwal, Company Secretary, continue to hold office as Key
Managerial Personnel of the Company in terms of Section 203
of the Companies Act, 2013.

BOARD DIVERSITY

The Company firmly believes that a well-diversified Board
enhances the quality of decision-making by drawing on a wide
range of skills, qualifications, professional experiences, ethnic
backgrounds, and other unique attributes of its members.
Board diversity is viewed as essential for ensuring effective
corporate governance, driving strong business performance,
fostering sustainable and balanced growth, and monitoring the
effectiveness of the Company's policies and practices.

To this end, the Board comprises individuals with extensive
industry knowledge and expertise, ensuring a balanced and
competent leadership team that acts in the best interests of the
Company and its stakeholders.

Pursuant to Regulation 19(4) and Part D of Schedule II of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of the Company has adopted a Policy on
Diversity of the Board of Directors. The said policy is available on
the website of the Company atPolicy on Board Diversity

BOARD EVALUATION

In accordance with Regulation 19(4) and Part D of Schedule II
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the applicable provisions of the
Companies Act, 2013, the Board carried out its annual
performance evaluation. This included an assessment of the
functioning of the Board as a whole, the performance of individual
Directors, and the effectiveness of its various Committees.

The Nomination and Remuneration Committee laid down the
criteria and process for evaluating the performance of the Board,
its Committees, and the individual Directors.

In a separate meeting, the Independent Directors evaluated the
performance of the Non-Independent Directors, the Board as a
whole, and its Committees. They also reviewed the performance
of the Chairman, taking into account the views and feedback from
both Executive and Non-Executive Directors.

The evaluation of the Board has been carried out based on
various parameters, including the structure and composition
of the Board, attendance of Directors, their independence in
relation to the management, active participation in Board and
Committee meetings, and the functioning and effectiveness of
key Committees.

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

In compliance with Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Company has implemented a structured Familiarization
Program for its Independent Directors. This program is designed
to provide insights into their roles, rights, and responsibilities
within the Company, the nature of the industry in which the
Company operates, the Company's business model, strategic
priorities, and operational structure, and any other relevant
matters, as and when required.

The familiarization initiatives are conducted through various
means, including presentations, briefings, site visits, and periodic
interactions with senior management, to ensure that Independent
Directors are well-informed and effectively equipped to contribute
to the Company's governance and strategic direction.

The Policy on Familiarization Programs for Independent Directors
adopted by the Board is also available on the Company's website
atPolicy on Familiarization Programme

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, the Board met six (6) times.
The details of the Meetings of the Board held during the financial
year 2025-26 are given under the section ‘Corporate Governance
Report', which forms part of this report. The intervening gap
between any two consecutive meetings did not exceed the period
prescribed under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the requirements of Schedule IV of the Companies
Act, 2013 and in terms of Regulation 25(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a
separate meeting of the Independent Directors of the Company
was convened on 25^th March, 2026 to review the matters as laid
down in the aforesaid Schedule and Regulations.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(6) and other applicable provisions
of the Companies Act, 2013, read with the applicable Rules
made thereunder, and Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as
applicable), the Company has received necessary declarations
from all Independent Directors, including Mr. Rajeev Kumar
Jain, confirming that they meet the criteria of independence as
prescribed under the Act and the Listing Regulations.

During the year under review, Mr. Rajeev Kumar Jain was
appointed as an Independent Director of the Company w.e.f. 03^rd
September, 2025. In the opinion of the Board, Mr. Rajeev Kumar
Jain possesses the requisite integrity, expertise and experience
(including proficiency, as evidenced by successful clearance of
the online proficiency self-assessment test conducted by the
Indian Institute of Corporate Affairs, wherever applicable, or
exemption therefrom on account of the qualifying threshold of
experience) to effectively discharge his duties and responsibilities
as an Independent Director of the Company.

The Board further confirms that all other Independent Directors
continuing on the Board also fulfil the conditions specified under
the Act and the Rules made thereunder, are independent of the
management, and possess the requisite integrity, expertise and
experience (including proficiency) to discharge their duties as
Independent Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) and Section 134(5)
of the Companies Act, 2013, your Directors hereby confirm:

• that in the preparation of the annual accounts, the
applicable accounting standards have been followed and
there are no material departures;

• that they 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 at the end of the
financial year and of the profit of the Company for the period
under review;

• that proper and sufficient care has been taken 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;

• that the annual accounts have been prepared on a going
concern basis;

• that proper internal financial controls were laid down and
that such internal financial controls are adequate and were
operating effectively; and

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

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section
134(3)(a) of the Companies Act, 2013 and Rule 12 of the
Companies (Management & Administration) Rules, 2014,
including any amendment thereto, the Annual Return for the
financial year ended 31^st March, 2026 is available on the website
of the Company at Annual Return.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance
with the provisions of Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The composition, terms of
reference and details of the meetings of the Audit Committee
held during the financial year 2025-26 are provided in the
Corporate Governance Report, which forms part of this Annual
Report. During the year under review, there were no instances
where the Board had not accepted any recommendation of the
Audit Committee.

STATUTORY AUDITORS AND THEIR REPORT

In compliance with Section 139 of the Companies Act, 2013 read
with the Rules made thereunder, at the Annual General Meeting
held on 26^th September, 2022, M/s Maheshwari & Associates,
Chartered Accountants (FRN: 311008E), Kolkata, were re¬
appointed as Statutory Auditors of the Company for a second term
of five years, to hold office from the conclusion of the 41^st Annual
General Meeting till the conclusion of the 46^th Annual General
Meeting of the Company to be held in the calendar year 2027.

The Statutory Auditors' Report on the Standalone and
Consolidated financial statements of the Company for the financial
year 2025-26 forms part of this Annual Report, and the same
does not contain any qualification, reservation, adverse remark
or disclaimer made by the Statutory Auditors in their report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Annual General Meeting
held on 24^th September, 2025 appointed M/s MKB & Associates
(Firm Registration No. P2010WB042700), a Peer Reviewed firm
of Company Secretaries in Practice, as Secretarial Auditor for
the first term of five consecutive years, commencing from the
financial year 2025-26 till the financial year 2029-30.

The Secretarial Audit Report for the financial year ended 31^st
March, 2026 in Form MR-3 is annexed to this Directors' Report as
Annexure - I and forms part of this Report. The remark contained
therein was duly noted and addressed by the Company.

INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 and the
Rules made thereunder, M/s Ernst & Young LLP acts as the
Internal Auditor of the Company to conduct the Internal Audit of
the Company.

COST AUDITORS

The Board had appointed M/s A. Bhattacharya & Associates, Cost
Accountants, as Cost Auditors for conducting the audit of the cost
records of the Company for the financial year 2025-26. The said
Auditors have conducted the audit of cost records for the year
ended 31^st March, 2026 and have submitted their report, which
is self-explanatory and does not call for any further comments.

In terms of the provisions of Section 148 of the Companies Act,
2013 read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, the Board re-appointed M/s A. Bhattacharya &
Associates, Cost Accountants, as Cost Auditors to conduct the Cost
Audit for the financial year 2026-27, and their remuneration has
also been recommended for the ratification of the Shareholders.

MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records as specified
by the Central Government under sub-section (1) of Section 148
of the Companies Act, 2013, and accordingly such accounts and
records are made and maintained by the Company.

RELATED PARTY TRANSACTIONS

In compliance with the requirements of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
read with the Companies Act, 2013, the Company has formulated
a policy on Related Party Transactions. The Related Party
Transaction Policy is available on the website of the Company at
Policy on Related Party Transaction

During the financial year 2025-26, all related party transactions
entered into by the Company were approved by the Audit
Committee and were conducted at arm's length and in the
ordinary course of business. Prior omnibus approvals were also
obtained from the Audit Committee for transactions that are
repetitive in nature and carried out in the ordinary course of
business and on an arm's length basis.

Pursuant to Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
obtained the approval of its Members through an ordinary
resolution passed via postal ballot, the results of which were
declared on 23^rd March, 2025, for entering into material related
party transactions with JWIL Infra Ltd., an entity having significant
influence and classified as a related party of the Company.
Accordingly, the details of the material related party transactions
entered into during the financial year have been disclosed in Form
AOC-2, which forms part of this Report as Annexure - II.

Details of related party transactions entered into by the Company,
as required under Ind AS 24 - Related Party Disclosures, have
been provided in the notes to the standalone and consolidated
financial statements, which form part of the Annual Accounts for
the financial year 2025-26.

CORPORATE SOCIAL RESPONSIBILITY

The Company undertakes its CSR initiatives focusing on areas
such as education and healthcare. Its key areas of intervention
include education and skill development to enable sustained
livelihoods, and healthcare, including preventive health. During
the year under review.

The composition of the Corporate Social Responsibility Committee
and the details of its meetings are provided in the Corporate
Governance Report. The CSR Policy is available on the website of
the Company atPolicy on Corporate Social Responsibility

The Annual Report on CSR activities for the financial year ended
31^st March, 2026 is appended as Annexure - III to this Report.

COMMITTEES OF THE BOARD

The Company has the following Committees: Audit Committee,
Nomination and Remuneration Committee, Stakeholder
Relationship Committee, Finance Committee and Corporate
Social Responsibility Committee. The details pertaining to such
Committees, including their composition and terms of reference,
are provided in the Corporate Governance Report, forming part
of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Board of Directors has established a framework of internal
financial controls to be followed by the Company. These controls
are designed to be adequate and are operating effectively. The
systems implemented are embedded within the Company's
operations and are functioning efficiently. The Company has
adopted comprehensive policies and procedures to ensure
the orderly and efficient conduct of its business. These include
adherence to corporate policies, safeguarding of assets,
prevention and detection of fraud and errors, accuracy and
completeness of accounting records, and timely preparation of
reliable financial disclosures.

VIGIL MECHANISM

In accordance with the requirements of Section 177(9) and (10)
of the Companies Act, 2013, read with the Companies (Meetings
of the Board and its Powers) Rules, 2014, and Regulation 22
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower
Policy establishing a Vigil Mechanism. This mechanism provides
a formal channel for directors and employees to report concerns
related to fraudulent financial or other information, unethical
behaviour, suspected or actual fraud, or violations of the
Company's Code of Conduct or Ethics Policy.

The Policy ensures adequate safeguards against victimisation
of individuals who use this mechanism and also allows for
direct access to the Chairman of the Audit Committee. The
Audit Committee periodically reviews the functioning of the Vigil
Mechanism to ensure its effectiveness. The Whistle Blower Policy
is available on the Company's website at Policy on Whistle Blower.
During the financial year, no complaints/grievances were filed
under the mechanism.

RISK MANAGEMENT

The Board of Directors has formulated a Risk Management Policy
that outlines a structured approach for identifying, assessing, and
mitigating risks that, in the Board's opinion, may pose a threat
to the Company's existence. The management is responsible for
implementing this policy and does so by continuously reviewing,
monitoring, and controlling risks within a well-defined framework
as set out in the Risk Management Policy. The Risk Management
Policy is available on the Company's website atPolicy on
Risk Management.

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES
GIVEN OR SECURITIES PROVIDED UNDER SECTION 186
OF THE COMPANIES ACT, 2013

Company has not made any new Investment, given any Loans
or provided any Securities during the financial year 2025¬
26. Pursuant to Section 186 of the Companies Act, 2013 and
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, disclosure on particulars
relating to Investments, Loans, Guarantees and Securities
as on 31^st March, 2026 forms part of the notes to the
standalone financial statements and is provided in this Annual
Report. Company

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The policy of the Company on Directors' Appointment and
Remuneration, including qualification, positive attributes and
independence of Directors, Key Managerial Personnel, Senior
Management Personnel and their remuneration and other
matters as required under Section 178(3) of the Companies
Act, 2013 and Regulation 19 read with Part D of Schedule II
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is available on the Company's website at
Policy on Director's Appointment and Remuneration

We further affirm that the remuneration paid to the Directors
is as per the terms laid down in the Nomination and
Remuneration Policy.

MATERIAL CHANGES AND COMMITMENTS

During the financial year under review, there have been no
material changes and commitments affecting the financial
position of the Company which occurred between the end of the
financial year of the Company as on 31^st March 2026 and the
date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND OPERATIONS OF THE
COMPANY IN FUTURE

There are no significant or material orders passed by any
Regulators, Courts or Tribunals impacting the going concern
status and future operations of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies
Act, 2013 read with Rule 6 of the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended from
time to time, all unpaid or unclaimed dividends which remain
unpaid or unclaimed for a period of seven years are required to
be transferred by the Company to the Investor Education and
Protection Fund (“IEPF”) established by the Central Government.

Further, the Company is also required to transfer all the shares
in respect of which dividend has not been paid or claimed for
seven (7) consecutive years or more to the Demat Account
created by the IEPF Authority. However, in case any dividend is
paid or claimed for any year during the said period of seven (7)
consecutive years, the shares in respect of which dividend is so
paid or claimed shall not be transferred to the demat account of
IEPF. During the financial year 2025-26, there were no shares
pending for transfer to IEPF.

EMPLOYEE STOCK OPTION SCHEME

In compliance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, the Companies Act,
2013 read with the Rules made thereunder, the Nomination
and Remuneration Committee of the Board of Directors of
the Company administered and implemented the Company's
Employee Stock Option Scheme (ESOP-2021).

Pursuant to the Employee Stock Option Scheme - 2^nd tranche,
1,89,153 equity shares were allotted to the eligible employees of
the Company during the financial year under review.

With regard to the above, the disclosures as stipulated under
the SEBI Regulations and Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014, as on 31^st March 2026
are provided in Annexure - IV to this report. The Company has
obtained the Secretarial Auditors' certificate to the effect that the
ESOP-2021 Scheme of the Company has been implemented in
accordance with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and the resolution(s) passed
by the Members, and the said certificate will be available for
inspection by the Members.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India, viz.
SS-1 on Meetings of the Board of Directors and SS-2 on
General Meetings.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the
Statutory Auditors of the Company under Section 143(12) of the
Companies Act, 2013 and the Rules framed thereunder, either to
the Company or to the Central Government, during the financial
year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34(2)(e) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Report on Management Discussion and Analysis forms
part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate section titled ‘Corporate Governance' has been
incorporated in the Annual Report. A certificate from the Auditors
of the Company regarding compliance with the conditions of
Corporate Governance also forms part of the Annual Report.

EMPLOYEE RELATIONS

During the financial year under review, the relations with the
employees have been cordial. Your Directors place on record their
sincere appreciation for the services rendered by the employees
of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Company is committed to maintaining a workplace free from any
form of sexual harassment and follows a strict zero-tolerance
policy in this regard. The Company has implemented a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at
the Workplace, in accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules framed thereunder, as
amended from time to time.

The Company has duly constituted an Internal Complaints
Committee (ICC) in compliance with the requirements of the
aforementioned Act to address and redress complaints of sexual
harassment, if any. The status of complaints received, disposed
of and pending during the FY 2025-26 is as under:

• No. of complaints filed during the financial year: Nil

• No. of complaints disposed of during the year: Nil

• No. of complaints pending as at the end of the financial
year: Nil

• No. of cases pending for more than ninety days: Nil
MATERNITY BENEFIT ACT, 1961

The Company affirms that it has complied with the applicable
provisions of the Maternity Benefit Act, 1961, including
amendments thereto, in relation to all eligible women employees.
Necessary benefits such as maternity leave, medical bonus,
nursing breaks, and other entitlements as mandated under the
Act have been duly extended.

PARTICULARS OF EMPLOYEES

Disclosures pursuant to the provisions of Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 are attached as Annexure - V to this Report.

In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the
statement showing details of employees' remuneration forms part
of the Annual Report. Pursuant to Section 136 of the Companies
Act, 2013, the Directors' Report and the Financial Statements
are being sent to the Members of the Company, excluding the
statement containing particulars of employees as required under
Rule 5(2) and (3) of the said Rules. Any Member interested in
obtaining a copy of the said statement may write to the Company
Secretary, and the same will be provided upon request.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, with respect to conservation of energy, technology
absorption, and foreign exchange earnings and outgo, are
attached as Annexure - VI to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandate the inclusion of a Business
Responsibility and Sustainability Report as part of the Annual
Report for the top 1000 listed entities based on market
capitalisation calculated as on 31^st March of every financial year.

The remaining listed companies may voluntarily disclose the
Business Responsibility and Sustainability Report as part of the
Annual Report. Accordingly, the Company has voluntarily prepared
the Business Responsibility and Sustainability Report (BRSR) for
the financial year 2025-26, which is annexed as Annexure - VII
to this report.

CREDIT RATING

The credit ratings assigned to the Company are detailed in
the Corporate Governance Report, which forms part of this
Annual Report.

LISTING OF SECURITIES

The equity shares of the Company are listed on the BSE Limited
and the National Stock Exchange of India Limited. The Company
confirms that the annual listing fees for the financial year 2025¬
26 have been paid to both the Stock Exchanges.

ONE-TIME SETTLEMENT

The Company has not entered into a One-Time Settlement with
any Bank or Financial Institution during the financial year 2025¬
26. Accordingly, the requirement to disclose the difference
between the amount of valuation done at the time of one-time

settlement and the valuation done while taking a loan from
the Banks or Financial Institutions, under Rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014, is not applicable.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was
made, nor was any proceeding pending, against the Company
under the Insolvency and Bankruptcy Code, 2016. Accordingly,
the requirement to disclose details of such applications or
proceedings, along with their status as at the end of the financial
year, is not applicable.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required
in respect of the following items, as there were no transactions
or events in relation to these matters during the financial year
under review:

• Issue of equity shares with differential rights as to dividend,
voting or otherwise;

• Issue of sweat equity shares to employees of the Company
under any scheme;

• Buy-back of securities by the Company during the year;

• No revision was made in the financial statements or the
Board's Report of the Company during the year;

• No fraud was reported by the Auditors under Section
143(12) of the Companies Act, 2013;

• There was no change in the share capital of the Company
arising out of any scheme of arrangement other than as
disclosed under ‘Share Capital' above;

• No equity shares (other than under the ESOP Scheme)
were issued to employees of the Company under any
other scheme;

• Neither the Managing Director nor the Whole-time Directors
of the Company received any remuneration or commission
from any of the subsidiaries of the Company; and

• There has been no proceeds raised through any qualified
institutional placement or public/rights issue during
the year.

ACKNOWLEDGEMENT

The Directors are pleased to place on record their sincere
appreciation and gratitude to the Company's customers, joint
venture partners, shareholders, banks, vendors and other
stakeholders who have been instrumental in the Company's
progress. The Board also acknowledges the dedication, hard
work and commitment of the employees, whose efforts have
significantly contributed to the Company's growth. The Directors
look forward to their continued engagement and support in the
years ahead.

For and on behalf of the Board of Directors
SPML Infra Limited

Place: Kolkata Subhash Chand Sethi

Date: 12^th August, 2026 Chairman & Director

DIN: 00464390