Enviro Infra Engineers Ltd

Dear Members,

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

1. FINANCIAL SUMMARY/ HIGHLIGHTS

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

(Rs. In lakhs)

2. THE STATE OF COMPANY AFFAIRS

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

Your Company has withdrawn the earlier Draft Red Herring Prospectus ("DRHP") filed with SEBI, NSE and BSE and subsequently has filed a fresh DRHP on 26.06.2024.

3. DIVIDEND

No dividend is recommended / declared by the Board for the financial year ended 31^st March, 2024 in order to facil?tate expansi?n.

4. RESERVES

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

5. SHARE CAPITAL AUTHORISED SHARE CAPITAL

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

As on date, the Authorised Share Capital ofthe Company is Rs. 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 f 10/- (Rupees Ten) each

ISSUED SHARE CAPITAL

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

ISSUE OF BONUS SHARES

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

SUBSCRIBED AND PAID-UP

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

6. CHANGE IN NATURE OF BUSINESS

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

7. SUBSIDIARY COMPANY / JOINT VENTURES

During the period under review, the Company has:

(i) Three (3) Subsidiary Companies:

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

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

c. Enviro Infra Engineers (Saharanpur) Pr?vate Limited, is incorporated on 08.03.2024 as a Special Purpose Vehicle (SPV) for the development of 135 MLD STP at Pinjora Village in Saharanpur, a project initiated by Government of Uttar Pradesh through Uttar Pradesh Jal Nigam and the National Mission for Clean Ganga. The Company is yet to commence its operations.

(ii) Five (5) Joint Ventures namely (i) EIEPL-HNB JV, (?i) HNB-EIEPL JV, (iii) EIEPL-

LCIPPL-ABI JV, (iv) BIPL-EIEPL JV (v) EIEPL-ABI JV

The Company does not have any Associate Company.

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

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

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

8. PUBLIC DEPOSITS

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

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

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

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

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

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

Changes in the Board during the year:

No change in the Board of Directors during the year.

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

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

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

Director Retiring by Rotation

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

Key Managerial Personnels (KMPs)

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

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

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

Declaration by Independent Directors

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

(I) Statutory Auditors and Auditor's Report

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

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

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

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

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

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

(II) Secretarial Audit

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

(III) Cost Auditors and Cost Records

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

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

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

(I) Number of Board Meetings

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

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

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

(II) Meeting of Independent Directors

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

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

(III) Audit Committee

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

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

The Company Secretary acts as the Secretary of the Committee.

Vigil Mechanism

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

(IV) Nomination And Remuneration Committee

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

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

below:

The Company Secretary acts as the Secretary of the Committee.

The present composition of NRC Committee is as follows:

1. Mr. Aseem Jain, Independent Director, Chairman

2. Mr. A?il Goyal, Independent Director, Member

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

Nomination and Remuneration Policy

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

Directors' Performance Evaluation Policy

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

(V) Stakeholders' Relationship Committee

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

The composltion of Stakeholders' Relationship Committee ?s as follows:

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

No meetlng of Stakeholders' Relationship Committee was held during the year.

(VI) Corporate Social Responsibility (CSR) Committee

The Company has ?n place a Corporate Social Responsibility (CSR) Committee ?n Une with the provisions of Section 135 of the Companies Act, 2013 to recommend the amount of expenditure to be ?ncurred on the actlvltles prescrlbed as per the approved policy and to monitor the Corporate Social Responsibility Policy of the Company from time to time.

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

The composltion and the attendance of the members at the Corporate Social Responsibility (CSR) Committee meetlngs held during the flnancial year 2023-24, are glven below:

The Company Secretary acts as the Secretary of the Committee.

CSR Activities

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

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

13. RISK MANAGEMENT POLICY

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

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

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

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

15. ANNUAL RETURN

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

16. CQNSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

(A) Conservation of energy:

No Information is required to be provided under this segment.

(B) Technology absorption:

No ?nformation is required to be provided under this segment.

(C) Foreign exchange earnings and Outgo:

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

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

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

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

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

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

19. RELATED PARTY TRANSACTIONS

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

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

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

20. DISCLOSURE UNDER THE SEXUAL HARASMENT QF WOMEN AT WQRKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013

The Company has ?n 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 ?s also available on the website of the company at www.eiel.in. All women associate (permanent, temporary, contractual and trainees) as well as any women visiting the Company's office premises or women Service providers are covered under this Policy. Infernal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

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

21. DEtVIATERALISATION OF SHARES

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

Registrar and Share Transfer Agent (RTA)

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

?ame : M/s Bigshare Services Pr?vate Limited

CIN : U99999MH1994PTC076534

Address : S6-2, 6th Floor, Pinnacle Business Park, Mahakali Cave Road, Andheri (East), Mumbai- 400093

Phone No. : 022-62638200

Email ID : ipo@bigshareonline.com

Website : www.biashareonline.com

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, the provisions of Section 197(12) of the Companies Act,

2013 read with relevant rules made thereunder, were not applicable to the Company.

23. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

25. CREDIT RATING

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

26. SECRETARIAL STANDARDS

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

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

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

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

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

29. ACKNOWLEDGEMENT

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