TO THE MEMBERS

Your directors have pleasure in presenting the 22^nd Annual Report on the business and operations of your company for the year ended on 31^st March, 2025 together with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during April 01, 2024, to March 31, 2025, in respect of Jayant Infratech Limited.

1. FINANCIAL HIGHLIGHTS:

During the year under review, performance of the company is as under:

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

The Company is engaged in the development of railway infrastructure, with a specialized focus on the design, drawing, supply, erection, and commissioning of 25KV, 50Hz Single Phase Traction Overhead Equipment for the electrification of both new and existing railway lines. The Company offers comprehensive, end-to-end solutions from concept design through to final energization ensuring seamless execution across all stages of railway electrification projects.

During the financial year under review, the Company reported Revenue from Operations of 12,171.97 lakhs and a Net Profit After Tax of 840.54 lakhs. The financial performance, as presented in the Statement of Profit and Loss, reflects the Company's stable operational efficiency and sound financial management.

The Board of Directors remains confident in the Company's long-term growth prospects. With continued emphasis on infrastructure modernization and electrification initiatives within the railway sector, the Company is well-positioned to leverage emerging opportunities. The Board anticipates sustained growth momentum in the forthcoming financial year and reaffirms its commitment to delivering value to all stakeholders.

3. TRANSFER TO RESERVES

The Board has decided not to transfer any amount to the Reserves for the year under review.

4. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company - https://www.jayantinfra.com/investors/StatutoryDisclosure/.

5. DIVIDEND

During the year under review, the board of directors do not recommend any dividend in order to strengthen the net worth of the Company by retaining the available surplus for the year ending March 31, 2025.

6. CHANGES IN NATURE OF BUSINESS

There has not been any change in the nature of business of the Company during the Financial Year ended on 31^st March 2025.

7. ALLOTMENT AND SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company stood at 15,00,00,000 (Rupees Fifteen Crores only), divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of 10/- each. The Company issued and allotted 22,22,000 fully convertible warrants on a preferential basis to persons other than promoters, in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI

ICDR Regulations"). No other securities were issued by the Company during the financial year 2024 25.

Out of the 22,22,000 warrants issued, 4,50,000 warrants were converted into an equal number of Equity Shares on 14th November 2024. The Equity Shares were allotted at a price of 113/- per share (including a premium of 103/- per share), upon receipt of the balance 75% of the warrant subscription amount (i.e., 84.75 per warrant), in accordance with the SEBI ICDR Regulations. Pursuant to this allotment, the paid-up Equity Share Capital of the Company increased from 9,70,66,860/- (comprising 97,06,686 Equity Shares of 10/- each) to 10,15,66,860/- (comprising 1,01,56,686 Equity Shares of 10/- each).

8. DEPOSITS

During the year, The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits that are not in compliance with Chapter V of the Act is not applicable

9. DEMATERIALISATION OF SHARES

As on March 31^st, 2025, all Equity Shares of the Company are held in Dematerialized Form. The breakup of the Equity Shares held in dematerialized and physical form as on 31^st March, 2025 is as follows-

The Company ISIN No. is INE0KR801019, and Registrar and Share Transfer Agent is Bigshare Services Private Limited.

The company had issued 22,22,000 fully convertible warrants on preferential basis to persons other than promoters on a preferential basis in accordance with provisions specified under Chapter V of SEBI (ICDR) Regulations, 2018, out of which 6,30,000 warrants have been converted into equity shares.

Your Company does not have any Subsidiary, Joint Venture or Associate company. Hence submissions of details in Form AOC-1 are not applicable to the Company.

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in nature.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the details of material contracts or arrangements or transactions with related parties is annexed here under as "Annexure II." Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

As per the provisions of Section 152 of the Companies Act, 2013, Mrs Daksha Jobanputra (DIN: 00190145) director retires by rotation at the forthcoming annual General meeting and, being eligible offers herself for re-appointment. The Board recommends his reappointment for the consideration of the members of the Company at the forthcoming Annual General meeting.

14.1 Conservation of Energy a. The steps taken or impact on conservation of energy: The company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy. b. The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate source of energy, whenever and to the extent possible c. The capital investment on energy conservation equipment: NIL

14.2 Technology Absorption a. The effort made towards technology absorption: No specific activities have been done by the Company. b. The benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company. c. In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year: N.A. d. The expenditure incurred on Research & Development: NIL

There was no Foreign Exchange earnings and outgo during the financial year as required by the Companies (Accounts) Rules, 2014.

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are applicable to our Company for FY. 2024-2025. The Annual Report on CSR Activities is attached with this report as "Annexure IV".

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual report as "Annexure II".

During the year under review company held its 21^st Annual General Meeting and the details of which are given as below:

During the year under review, 08 (Eight) Board Meetings were held, and details are given as under

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e., not more than 120 days from the previous meeting.

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI

(Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on September 05, 2025, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. Independent Directors have confirmed that 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. Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Regulations and are independent of the management.

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state - a) That in the preparation of Annual Accounts, the mandatory Accounting Standards have been followed along with proper explanation relating to material departures. b) That proper accounting policies have been selected and applied consistently; and, the judgments and estimates that are made are reasonable and prudent so as give a true and fair view of the state of affairs of the company as on 31^st March, 2025 and of the Profit of the Company for that period. c) That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the Companies Act, 2013, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities. d) That the Annual Accounts have been prepared on a going concern basis. e) That the directors laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. f) That 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.

Pursuant to Section 149 (7) of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the ‘criteria of Independence' as prescribed under Section 149 (6) of the Act and Regulation 16 of the Listing Regulations 2015 have submitted their respective declarations as required. The Independent Directors of your Company have confirmed that they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgement and without any external influence.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178 Pursuant to provisions of section 178 of the Companies act, 2013, the nomination and remuneration Committee carried out evaluation of every director's performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual directors has been made. Further, the evaluation of the independent directors was carried out by the entire Board, excluding the director being evaluated.

The directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the report of the said evaluation, the present term of appointment of independent directors shall be continued with the Company.

The Board of Directors of the Company (Board) has optimum combination of Executive and Non- Executive Directors comprising Two Executive Directors and three Non- Executive Directors. None of the Directors hold directorship in more than 20 companies nor is a member of more than 10 committees or chairman of more than 5 committees across all the public limited companies in which they are Directors. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 and 152 of the Act. Composition of Board of Director as on 31^st March, 2025 is as follows:

The Board of Directors has constituted following Committees and their details are hereunder a) NOMINATION AND REMUNERATION COMMITTEE

As per the provision of section 178, Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute Nomination and Remuneration Committee. Hence, the Board constituted the Nomination and Remuneration Committee which consists of Two Independent Directors and One Non-Executive Director. The detailed composition of the members of the Nomination and Remuneration Committee at present is given below.

As per provision of section 177 and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute Audit Committee. Hence, the Board constituted the Audit Committee which consists of Two Independent Directors and One Executive Director. The detailed composition of the members of the Audit Committee at present is given below

As per provision of section 178 sub section (5) and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute Stakeholder Relationship Committee. Hence, the Board constituted the Stakeholder Relationship Committee which consists of Two Independent Directors and One Executive Director. The detailed composition of the members of the Stakeholder Relationship Committee at present is given below:

The Company's Auditors, M/s. Gupta Agarwal & Associates, Chartered Accountants, who were appointed with your approval at the 19th Annual General Meeting for a period of five years, will complete their present term on conclusion of the ensuing 24^th Annual General Meeting of the Company. ii) Secretarial Auditor The Board had proposed to appoint Mr. Rohtash Agrawal & Co., Practicing Company Secretary to conduct Secretarial Audit. Your board, based on the recommendation of Audit Committee, proposed for the approval of members in this Annual General Meeting, appointment Mr. Rohtash Agrawal & Co., Company Secretary in practice, (FCS: 5537, COP: 4015) and a Peer Reviewed Company Secretary, as the Secretarial Auditor of the company, for performing Secretarial Audit of the company for a period of five consecutive years commencing from 01^st April, 2025 till 31^st March, 2030 in accordance with the amendment notified in Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from April 01, 2025. iii) Internal Auditor The Internal Audit for the Financial Year 2024-25 was carried out by M/s Natwar Vinod & Co., Chartered Accountants, who reviewed the Company's internal control systems and processes. For the Financial Year 2025-26, the Board of Directors has appointed M/s Shrivastava Gupta & Associates, Chartered Accountants, as the Internal Auditor of the Company to further strengthen the internal audit function. iv) Cost Records and Audit The Cost Records and Cost audit as specified by the Central Government under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company.

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as appended thereto are self-explanatory and hence does not call for any further explanation. The Auditors' Report does not contain any qualification, reservation, adverse remark, or disclaimer.

During the Financial Year 2024-2025, the Auditors have not reported any matter under section143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section134(3)(ca) of the Companies Act, 2013.

The company is SME Company and listed on SME exchange of BSE Limited therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities. Hence your company is exempted to comply with aforesaid provisions of the SEBI

(LODR) Regulation, 2015 and corporate Governance does not form part of this Board's Report.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

30. CREDIT RATING

During the year under review, the Company obtained a credit rating from CRISIL Ratings Limited for its banking facilities amounting to 31 Crore. The rating assigned is CRISIL BB+/Stable for long-term facilities and CRISIL A4+ for short-term facilities. The Board has noted the rating and shall continue to monitor the financial position and credit profile of the Company.

There is no fraud reported by the auditors of the company

As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, Management Discussion and Analysis Report is presented in ‘Annexure III' and forms an integral part of the Directors' Report.

Pursuant to Regulation 15 of the SEBI (LODR) Regulations, 2015 which states that Regulation 22 of the SEBI (LODR) Regulations, 2015 is not applicable to the Company. However, Your Company has voluntarily established a vigil mechanism named Policy on Whistle Blower & Vigil Mechanism pursuant to Section 177(10) of the Companies Act, 2013 which has been uploaded on the website of the Company at www.info@jayantinfra.com.

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The details loans/guarantees/ investments (if any) made by the Company under Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statement.

There is no significant material orders passed by the Regulators/Courts/Tribunals impacting the going concern status of the Company and its future operations.

With regard to risk management policy, the risk pertaining to business of the Company is discussed by the board of Directors at the Board Meetings on the regular basis. Further, the company need not required to formulate any specified risk management policy.

The Company has placed an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Further no complaint was received during the year under review.

The board appointed M/s Agrawal & Agrawal, Company Secretaries, Raipur, for Signing Annual Return and/or issue Certificate in Form MGT-8 (if required) as per Section 92 of the Companies Act, 2013, for the Financial Year 2024-2025.

During the year under review, there are no application made by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

41. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

The company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the company.

Your directors wish to place on record their appreciation for the invaluable support and cooperation received from the auditors, bankers, customers, shareholders, and staff of the company.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

The ratio of the remuneration of each director to the median employees' remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Company Your Directors' Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2024-25 was as under:

The Percentage increase in remuneration of Managing Director, Director, Chief Financial Officer and Company Secretary were as under:

The Percentage Increase in median remuneration of employees for the Financial Year 2024-25 is around 36%. The percentage Increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

The number of permanent employees on the rolls of the Company is 18. The remuneration is as per the remuneration policy of the Company.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto.

Details of contracts or arrangements or transactions not at arm's length basis: There were no contracts or arrangements or transactions that were not entered at arm's length basis.

Details of material contracts or arrangement or transactions at arm's length basis: