To

The Members,

India Infraspace Limited

The Directors take pleasure in presenting the Annual Report together with the Audited Financial Statements for the year ended 31st March, 2025.

Your Directors submit the following particulars/disclosures and information's as required under section 134(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and other applicable rules thereunder.

(in INR. Lakhs)

Operations: -

Revenue from operations for the Financial Year 2024-25 is Nil and other income is Rs. 7.83 lakhs, as compared to Nil revenue from operations and other income of Rs. 2.75 lakhs in the Financial Year 2023-24.

Transfer to Unclaimed Dividend to Investor Education and Protection Fund: -

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("1EPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year: -

The Board of Directors of the Company comprised of the following Directors as on 31st March

2025:

During the year under review, there was no changes reported in directorship of the Company. Further, Mr. Pradip B Shah, Managing Director of the Company vide his letter dated 30th July 2024, tendered his resignation with effect from the close of working hours on 30th July 2024, due to his personal commitments. The Board of Directors of the Company at its meeting held on 30th July 2024, appointed Mr. Chetan Rajendra Anand as Managing Director of the Company w.e.f. 30th July 2024 for a term of three (3) years subject to the approval of Members.

As per Provisions of Section 152 of the Companies Act, 2013, Mr. Naresh B Shah [DIN: 01212428] is liable to retire by rotation and is eligible offer himself for re-appointment.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2025, are:

The Company has not appointed Company Secretary pursuant to the provisions of Section 203 of Companies Act, 2013.

Disclosure relating to Holding, Subsidiaries, Joint Ventures or Associate Companies during the year: -

Saurya Casting Private Limited is the Subsidiary of India Infraspace Limited. The Company does not have holding or associate Company or Joint Ventures.

Details of deposits which are not in compliance with the requirements of Chapter V of the Act: -

The Company has not accepted any deposit during year under review which are in compliance of the Companies (Acceptance of Deposits) Rules, 2014 during the year.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: -

There are no any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during financial year 2024-2025.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements: -

The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is rhonitored by the internal audit function as per the audit plan.

Number of meetings of the Board: -

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board met 5 (Five) times during the year 2024- 2025.

Directors' Responsibility Statement: -

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

1) In the preparation of the Annual Accounts, for the year ended on 31st .March 2025 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departure from the same;

2) The directors had 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 affair of the company at the end of the financial year and of the Loss of the company for that period;

3) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) The directors had prepared the annual accounts on a going concern basis;

5) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

6) The Directors had devised proper system to ensure Compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

Details in respect of fraud reported by the auditor's u/s 143(12) other than those which are reportable to the Central Government: -

There is no fraud which are reportable by the Auditors to the Central Government which needs to be disclosed in the Board report during the year under review.

Statement on declaration by Independent Directors under section 149(6): -

Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

Criteria for determining qualifications, positive attributes, independence of a Director and other matters under section 178(3): -

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on https://iisl.in/

Nomination And Remuneration Committee:

The Nomination and Remuneration Committee of Directors was constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the Committee is as under:

1. Mrs. Chetna Atul Kapadia, Independent Director

2. Mr. Chetan Rajendra Anand, Managing Director; and

3. Mr. Naresh B. Shah, Non-Independent Non-Executive Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

a) While appointing a Director, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.

b) In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualifications and experience as considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position then, while recommending the appointment, the HR Department shall provide the job description to the Committee and justify that the qualifications, experience and expertise of the recommended candidate are satisfactory for the relevant appointment. In such circumstances, the Committee may call for an expert opinion on the appropriateness of the qualifications and experience of the candidate for the position of the Executive Director.

c) The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence and open mind.

d) While determining the remuneration of Executive Directors and Key Managerial Personnel, the Board shall consider following factors:

i) Criteria/ norms for determining the remuneration of such employees prescribed in the HR Policy.

ii) Existing remuneration drawn.

iii) Industry standards, if the data in this regard is available.

iv) The job description.

v) Qualification and experience level of the candidate.

vi) Remuneration drawn by the outgoing employee, in case the appointment is to fill a vacancy on the death, resignation, and removal etc. of an existing employee.

vii) The remuneration drawn by other employees in the grade with matching qualifications and seniority, if applicable.

e) The remuneration payable to the Executive Directors, including the Commission and value of the perquisites, shall not exceed the permissible limits as are mentioned within the provisions of the Companies Act, 2013. They shall not be eligible for any sitting fees for attending any meetings.

f) The Non-Executive Directors shall not be eligible to receive any remuneration/ salary from the Company. However, the Non-Executive Directors shall be paid sitting fees for attending the meeting of the Board or committees thereof and commission, as may be decided by the Board/ Shareholders from time to time. They shall also be eligible for reimbursement of out of pocket expenses for attending Board/ Committee Meetings.

Audit Committee

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises:

1. Mrs. Chetna Atul Kapadia, Independent Director

2. Mr. Chetan Rajendra Anand, Managing Director; and

3. Mr. Naresh B. Shah, Non-Independent Non-Executive Director

During the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

Vigil Mechanism

The Company has established a Vigil Mechanism and framed a Whistle Blower Policy to enable Directors and stakeholders to report concerns regarding unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct or Ethics Policy.

Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, considering the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Appointment of the auditors and explanations or comments on qualification, reservation or adverse remark or disclaimer made by the auditors in their report:-

The observations of the Statutory Auditor, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not calls for any further comment by the Board.

An independent audit report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors: -

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the status of Company is not listed and that it does not meet the prescribed thresholds for paid-up share capital, turnover, or outstanding borrowings that mandate such an audit, hence, not obtain Secretarial Audit Report for the financial year under review.

Cost records and auditors: -

The Company is not required to maintain cost records under Section 148 of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investments by the company under section 186:

Your company has not given any loans, advances nor made any investment nor provided any guarantee or security during the financial year, pursuant to the section 186 of the Companies

Act, 2013, which may be referred in the relevant notes which forming part of the notes to the financial statements provided in the annual report.

Particulars of Contracts or Arrangements with Related Parties referred to Section 188(1): -

All the transactions entered with related parties as defined under the Companies Act, during the financial year, were in the ordinary course of business and on an arm's length pricing basis. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for its approval, on a quarterly basis.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure- "A"

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: -

There has been no material changes and commitments, affecting the financial position of the Company which had occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo: -

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 are as under:

Risk Management: -

The Board of Directors of the Company has framed, implement and monitor the risk management plan for the Company. The Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Details on corporate social responsibility initiatives taken during the year: -

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act. Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

Disclosure as per the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013: -

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year, the Company received ZERO complaints of sexual harassment, and no any pendency complaint remaining under investigation.

Proceedings under insolvency and bankruptcy code, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before the National Company Law Tribunal or other Courts.

Particulars of employees

During the financial year under review, the Company did not have any employees on its payroll. Consequently, the disclosures required under Section 197(12) of the Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

Acknowledgements: -

Your Directors acknowledge all stakeholders of the Company viz. members, and other business partners for the support received from them during the period.