SPML Infra Ltd

Dear Shareholders,

The Board of Directors of your Company is pleased to submit their 43rd Annual Report on the operations and performance of the Company along with the audited financial statements for the year ended 31st March 2024.

The brief summary of the financial performance of the Company for the year under review along with the comparative figures for the previous year is summarized herein below: In Lakhs

on Standalone basis, the Operating Revenue of your Company for the financial year ended 31st March, 2024 stood at 131,838.40 Lakh as compared to R 87,779.58 Lakh in the previous year. The Net Profit for the year is R 1951.62 Lakh over the previous year Net profit ofR 211.05 Lakh.

On Consolidated basis, the Operating Revenue of your Company for the financial year ended 31st March, 2024 stood at R 131,896.68 Lakh as compared to R 88,314.31Lakh in the previous year. The Consolidated Net Loss in Financial Year 2023-24 is R 160.62 Lakh as compared to Net Profit of R 33.80 Lakh in the previous year.

SPML Infra Ltd. is a leading publicly listed infrastructure development company in India with a rich legacy encompassing over four decades. The company has executed and commissioned nearly 700 infrastructure projects across India, significantly contributing to the nation's development. SPML Infra Ltd. has enhanced the lives of millions by providing essential services such as drinking water facilities, wastewater treatment, integrated sewerage networks, improved municipal waste management, power transmission and distribution, and electrification of rural homes. Recognized among the World's Top 50 Private Water Companies and India's 50 Best Real

Estate & Infrastructure Companies, SPML Infra Ltd. operates primarily in the engineering, procurement, and construction (EPC) segment.

The company is primarily focused on the water and wastewater sector, where substantial opportunities are emerging due to significant R 10 trillion allocated for water and sanitation infrastructure development projects in the coming years, SPML Infra Ltd., as a leading player in the industry, is strategically positioned to secure numerous contracts from both central and state governments, thereby enhancing its business prospects.

After assignment of entire credit facilities by all erstwhile Lenders of the Company to National Asset Reconstruction Company Ltd. (NARCL) vide Assignment deed executed on 29th August, 2023, resulting into NARCL became the Sole Lender and pursuant to sanction of Resolution Plan, the entire banking dues have been converted into Sustainable Debts amounting to R 967 crs repayable in 10 years (with early payment option of the same for R 700 crs repayable in 8 years) and Unsustainable Debts amounting to R 690 crs converted into NCD and Equity Shares. The remaining unsustainable debts would be written off on compliance of certain conditions of Master Restructuring Agreement (MRA). The remaining value of NCD after further conversion of same into equity shares, if any as per the terms of MRA, would be fully redeemed after appropriating identified repayment of sustainable debts without making any further payment under this account.

The Company has already repaid R 223 crs against sustainable debts till 02-04-2024 to NARCL mainly from the proceeds of Vivad Se Viswas Scheme II. The balance repayment have been identified from sources namely sale of immovable properties, realization from awards and claims, improvement in the liquidity of the company from infusion of funds etc. which support in early repayment option of Sustainable Debts of R 700 crs.

With above Resolution Plan in place with substantial certainty of repayment of dues from identified sources, your Company is in a position to reap the benefits of ample available market opportunities in water sector and for revival and turnaround.

To cater the need of working capital requirement and other operational efficiencies, the Board of Director expresses their view to retain the profit into the Company and therefore, do not recommend any dividend for the financial year 2023-24

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

Your Company has not accepted any Deposit from the Public in terms of the provisions of Section 73 of the Companies Act, 2013 read along with the Companies (Acceptance of Deposits) Rules, 2014 including any amendment thereto and as such there is no amount of principal or interest was outstanding as on 31^st March 2024.

During the year under review Company has converted balance 0% Compulsorily Convertible preferential Shares (CCPS) of promoter and promoter group into Equity Shares on preferential basis. The Company has converted 1,777,465, 0% Compulsorily Convertible Preference Shares (CCPS) into 3,554,930 equity Shares at a conversion price of R 50/- each (including a premium of R 48/- each)aggregating to R 1777.47 Lakh on preferential basis.

As on 31st March, 2024, the revised Equity Share Capital of the Company is R 979.58 Lakh divided into 48,977,926 Equity Shares of R 2/- each.

During the period under review there is no change in the Authorised Capital of the Company.

The Company has nine (9) direct and indirect Subsidiaries, including three (3) wholly owned subsidiaries, six (6) Associates and five (5) joint ventures as on 31st March, 2024. Further, during the financial Management Pvt. Ltd have merged with SPML Infrastructure Ltd and hence ceased to be the subsidiary of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read along with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the performance and financialposition of each of the Subsidiaries/ Associates/ Joint Ventures in the prescribed Form AOC-1 has been prepared and is forming the part of the Financial Statements of the Company.

In compliance with the provisions of Section 136 of the Companies Act 2013, a copy of the Financial Statement consisting of the Standalone financialstatement, along with all relevant Annexures, Auditors Report are available on the website of the Company and will also be available for in electronic mode during working hours till the Annual General Meeting of the Company.

The Policy for determining the "Material Subsidiaries" in terms of applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, may be accessed on the Company's website at www.spml.co.in

Pursuant to the provisions of Section 152 (6) of the Companies Act 2013 & the Rules framed thereunder and the applicable provisions of the Articles of Association of the Company Mr. Sushil Sethi (DIN No.:00062927), Non-Executive Director of the

Company is liable to retire by rotation at the ensuing Annual

General Meeting and being eligible has offered himself for reappointment.

Further, as on the date of this report, in terms of Section 161 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015, Mr. Manoj Digga (DIN: 01090626), has been appointed as an Additional Director in the capacity of Executive (Commercial) Director to hold office upto the date of ensuing General Meeting.

All the Directors seeking appointment/re-appointment in the ensuing Annual General Meeting have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The brief details of all the aforesaid Directors seeking reappointment at the ensuing Annual General Meeting is furnished in the explanatory statement to the notice calling the Annual General Meeting.

As on 31st March, 2024 Mr. Subhash Chand Sethi, Whole-time Director, Mr. Manoj Digga, CFO and Mrs. Swati Agarwal, Company

Secretary continue to be the Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section(s) 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Your Company understands and believes that a well diverse Board enhances the quality of decisions by utilizing different skills, qualifications, professional experience, ethnicity and other distinguished quality of the individual Board members. Company believes that Board diversification is necessary for effective corporate governance, driving business results, sustainable and balanced development and to monitor the effectiveness of the company's practices. In order to achieve the aforesaid your Board has well experienced and expertise combination of industry knowledge which is in the best interest of the Company.

Pursuant to the Regulation 19(4) & 20(4) and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of the Company has adopted a Policy on diversity of Board of Directors. The said policy is available on the website of the company at www.spml.co.in.

In terms of the Regulation 19(4) & 20(4) and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Companies Act, 2013 the Board is required to evaluate its own performance along with the performance of the Committee and the individual director. The Board Evaluation Framework is conducted annually for all the Board Members on various factors viz Relationship with Stakeholders, Company's performance, decision making, information flow etc. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on rating

In Compliance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has put in place the familiarization program for the Independent directors to familiarize them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company, roles rights and their responsibilities and any other relevant matters if any through various programs. The Policy on Familiarization programs for independent directors adopted by the Board is also available on the company's website at www. spml.co.in

During the year under review, the Board met six (6) times, the details of the Meetings of the Board held during the financial year 2023-24 are given Governance Report which forms the part of this report.

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and as in terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the separate meeting of the Independent Directors of the Company has been convened on 27th March, 2024 to review the matters as laid down in the aforesaid Schedule and Regulations.

In terms of Section 149(7) of the Companies Act, 2013, your Company has received the requisite declaration from each of the Independent Directors of the Company specifying that he/ she meets the criteria as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing of Obligations and Disclosure Requirements) Regulations, 2015.

In terms of the provision of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm: a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that we have selected such accounting policies and applied them consistently and made judgements 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 and loss of the Company for that period;

c) 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;

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

e) that proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

control f) were laid down and thatproperinternal financial that such internal financial operating effectively.

Extract of the Annual Return year 2024-25 and their In accordance with Section 92 (3) of the Companies Act, 2013 read along with Rule 12 (1) of the Company (Management & Administration) Rules, 2014 including any amendment thereto, an extract of the Annual Return in the prescribed format for the Financial Year ended 31st March, 2024 is available on the website of the Company at https://www.spml.co.in/Investors/

AnnualReturns

At the Annual General Meeting held on 26th September, 2022, M/s Maheshwari & Associates, Chartered Accountants (FRN No. 311008E), Kolkata were re-appointed as Statutory Auditor of the Company for a second term of five years to hold office from the conclusion of 41st Annual General Meeting till the conclusion of the 46th Annual General Meeting of the Company to be held in the Calendar Year 2027.

The Auditors have issued an unmodified Report for the year ended 31st March, 2024, which is self explanatory, hence, do not call for any comments from the Management under Section 134 of the Companies Act, 2013.

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, the Board of your company had appointed M/s MKB & Associates;

Company Secretaries as Secretarial Auditor to conduct the secretarial audit for the financial year ended on 31st March, 2024. The Secretarial Audit Report for the Financial Year ended 31st March, 2024 in Form MR-3 is annexed to the Directors Report - Annexure - 1 and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

The Board further re- appointed M/s MKB & Associates, Company Secretaries, as Secretarial Auditors to conduct Secretarial Audit for the financial year 2024-25.

The Board had appointed M/s A. Bhattacharya & Associates, Cost Accountants, as Cost Auditors for conducting the audit of Cost Records of the Company for the financial year 2023-The said Auditors have conducted the audit of Cost Records for the year ended 31st March, 2024 and have submitted their report, which is self explanatory and do 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) controls are adequate and were Rules, 2014, re-appointed M/s A. Bhattacharya & Associates, Cost Accountants, as Cost Auditors to conduct Cost Audit for remuneration have also thefinancial been recommended for the ratification and approval of the Shareholders.

As a part of its philosophy of adhering to the highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transaction in ordinary course of business and on arm's length basis. In line with the Companies Act, 2013 and Listing Regulations, the Board has approved the policy on related party transaction and the same is placed on the website of the Company.

All the related party transactions are placed on quarterly basis before the Audit Committee and Board for their approval. Prior Omnibus approval also obtained from the Audit Committee and Board for the transactions which are repetitive in nature and entered in the ordinary course of business and at arm's length basis.

During the year under review, Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Also, there were no material related party contracts entered into by the Company. However, the nil disclosure of related party transactions as required in Form AOC-2 is form part of this report and annexed as Annexure-2.

As on the date of this report Company has reconstituted the Corporate Social Responsibility Committee comprising of Mr. Sushil Kumar Sethi, Non-Executive Director as the Chairman of the Committee, Mr. Prem Singh Rana Independent Director and Ms. Arundhuti Dhar Independent Director of the Company as the Member of the Committee. The CSR Policy framework is available on Company's website at www.spml.co.in.

The Company has negative average net profit of three immediately preceding financial year as per the provision for calculation of CSR, therefore the Company was not required to spend any amount towards corporate social responsibility duringthefinancial

The Annual Report on CSR containing particulars specified in Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure 3 to this report. .

Your Company has the following Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Finance Committee, CSR Committee and Finance Committee. The details pertaining to such Committees are provided in the Corporate Governance Report, forming part of this report.

The Board of your Company has laid down internal financial Controls to be followed by the Company and that such controls are adequate and operating effectively. Such Systems are inherent in the Company and are working effectively and efficiently. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosure.

In line with the requirement under Section 177(9) & (10) of the Companies Act, 2013, read with the Companies (Meeting of the Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the directors and employees to report any fraudulent financial or other information any unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee. It is hereby affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is available at Company's website at www.spml.co.in.

The Board of your Company has framed a policy on Risk Management which provides for identification, control of risks that in the opinion of the Board may threaten the existence of the Company. The Management review, monitors, identifies and controls risks through a properly defined framework in terms of the Risk Management Policy.

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, disclosure on particulars relating to Investments, Loans, Guarantees and Securities are forming part of the Annual Report.

The policy of the Company on Director's Appointment and Remuneration including qualification, positive attributes and independence of a Director, Key Managerial Personnel, Senior

Management Personnel and their remuneration and other matters as required under Section 178(3) of the Companies Act, 2013 is available on our website at www.spml.co.in

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

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

Further, the remaining listed Company may voluntarily disclose the Business Responsibility and Sustainability Report as part of the Annual Report. Therefore, Company has voluntarily prepared the Business Responsibility and Sustainability

Reporting (BRSR) for the financial year 2023-24 is annexed as Annexure 6 to this report.

During the year under review there have been no other material changes and commitments affectingthefinancialposition of the Company which occurred between the end of the Financial

Year of the Company as on 31st March 2024 and the date of this report.

There are no significant or material orders that have been passed by any Regulators/Court or Tribunals impacting the going concern status and future operations of your company.

Pursuant to 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 remains 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 if 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 paid so paid or claimed shall not be transferred to demat account of IEPF.

In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF. The details of the unclaimed / unpaid dividend during the last seven (7) years and also the details of the unclaimed shares transferred to IEPF are available on the website of the Company at www.spml.co.in

In Compliance with the Securities and Exchange Board of India Equity) Regulations, (ShareBased Employee Benefits 2021, Nomination and Remuneration Committee of the Board of Directors of your Company administered and implemented the Company's Employee Stock Option Scheme (ESOP-2021).

As on date of the report the Company has allotted 338,545 equity shares of R 2/- each upon exercise of stock options by the eligible employees under the Employee Stock Option Schemes.

Applicable disclosures relating to Employees Stock Options, pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time are placed on the website of the Company at www.spml.co.in. The ESOP-2021 Scheme of the Company is in compliance with Sweat Equity) Regulations, (ShareBasedEmployee Benefits

2021

The Company has obtained Secretarial Auditors'certificate to the effect that the ESOP 2021 Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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.

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

Pursuant to Listing Regulations and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance' has 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.

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

SPML strives to provide a safe working environment to woman employees to avoid any gender discrimination. Therefore, the Company has formulated a Policy on Prevention of Sexual Harassment at work place in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at work place. Pursuant to the said act the Company has constituted the Internal Complaint Committee for Prevention of Sexual Harassment (ICC) of all women employees whether they are permanent, temporary or contractual. The said policy also covered the women service provider or women who visit any office premises of the Company. In order to raise among the employees the aforesaid policy has been widely circulated to all the employees of the Company.

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During the year under review, no case of sexual harassment was reported.

Disclosures required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Statement containing the name of top ten employee of the Company in terms of the receipt of the remuneration of Rs.102 lakhs if employed throughout the year and receipt of R 8.50 lakhs if employed for a part of the financial (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure- 4 to this report.

The Particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rule, 2014 pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo conservation of energy are attached as Annexure 5 and form part of this report.

Company has not entered into One Time Settlement with any of the Bank or Financial Institution during the financial year 2023-24.

During the year under review the NCLT has not given any verdict against the Company under the Insolvency and Bankruptcy Code, 2016.

Your Directors take this opportunity to thank and express their sincere appreciation for the valuable co-operation and support received from the Company's Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers, Shareholders, employees and other stakeholders of the Company.

Further, the director value the contribution made by every member of the SPML family.