Your Directors take pleasure in presenting the 24^th Annual Report together with the annual audited financial statements for the year
ended March 31, 2025.

1. Financial summary or highlights/Performance of the Company

The highlights of financial results on Standalone and Consolidated basis for the financial year ended on March 31, 2025 are
as follows:

Note: The above figures are extracted from the standalone and consolidated annual financial statements of the Company as
per Indian Accounting Standards (Ind AS).

Operations Review
Standalone:

During the year under review, the Turnover of the Company
has been reduced from INR 8,599.77 in the previous year
to INR 4,854.93 Lakh representing decrease in Turnover
by 43.55%.The net loss of the Company has been reduced
from INR 871.27 Lakh in the previous year to INR 105.35
Lakh in the current year.

The Net Worth of the Company has decreased to INR
742.20 Lakh as at the end of the current year from
INR 837.10 Lakh as at the end of the previous year
representing decrease in Net Worth by 11.34%.

The Debt Equity ratio of the Company has changed to
8.79 as at the end of the current year as compared to
20.69 as at the end of the previous year.

Consolidated:

During the year under review, the Consolidated Turnover
of the Company declined from INR 38,848.80 Lakh
in the previous financial year to INR 33,626.75 Lakh,
representing a decrease of 13.44%.

Despite the decline in turnover, the Company reported
a consolidated net profit of INR 103.44 Lakh, marking
a significant improvement compared to the net loss of
INR 736.48 Lakh in the previous year. This turnaround
highlights the Company's improvement on Consolidated
basis and reflects a reduction in operating and other
expenses due to effective cost management measures.

The consolidated Net Worth of the Company increased to
INR 4,516.60 Lakh as at the end of the current financial
year, compared to INR 3,217.95 Lakh at the end of the
previous year. This represents a notable increase of
40.36%, reflecting strengthened financial stability and
improved profitability.

The consolidated Debt Equity ratio of the Company
has changed to 2.03 as at the end of the current year
compared to 6.15 as at the end of previous year.

2. Consolidated Financial Statements

The Audited Consolidated Financial Statements of your
Company as on March 31, 2025, have been prepared in
accordance with the relevant Indian Accounting Standards

(Ind AS) issued by Accounting Standards Board (ASB)
and Regulation 33 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and applicable provisions of the
Companies Act, 2013.

In accordance with Section 129(3) of the Companies Act,
2013 and schedule V of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Consolidated Financial Statements
of the Company, including the financial details of all the
Subsidiary and associate companies of the Company,
forms a part of this Annual Report.

3. Corporate Governance

Good governance practices are the norm at our Company.
The Company is committed to focusing on long term value
creation and protecting stakeholders' interests by applying
proper care, skill and diligence to business decisions.
Company has adopted and evolved various practices of
governance conforming to highest ethical and responsible
standards of business.

The report on Corporate Governance as stipulated under
the SEBI (Listing Obligations & Disclosure Requirement)
Regulations, 2015 (“hereinafter referred to as SEBI
Listing Regulations”) forms part of the Annual Report.
A certificate from Secretarial Auditors of the Company
regarding compliance of the conditions of Corporate
Governance, as stipulated under Schedule V of the SEBI
Listing Regulations is annexed as “Annexure - III” and
forms part of the report on Corporate Governance.

4. Operational highlights

The key highlights of the Company's various businesses
are as follows:

Power Transmission & Distribution:

Your Company is an experienced company in Engineering
& Urban Infrastructure Services sector. As part of the
services, the Company provides integrated design,
testing, installation, construction and commissioning
services on a turn-key basis to its clients. The Company's
projects include rural electrification, railway overhead
electrification, reduction of AT&C losses, feeder
renovation, underground cabling, feeder segregation,
installing High Voltage Distribution System (“HVDS”) and
Low Voltage Distribution System (“LVDS”) distribution
lines and transmission lines. The Company has strong
capabilities to build, operate and maintain:

• Substations & Switchyards up to 765 kV.

• Transmission lines up to 765 kV.

• 11 / 33 kV distribution lines comprising of Feeder
Renovation Projects, Tube Well Connection,
Segregation of Domestic and Agriculture load,
Augmentation of Lines, Providing Laying of HT & LT
Aerial Bunched Cables and Offering BPL Connections
along with New connection & replacement of old
meter works.

The Company has its overseas presence in Nepal,
Uganda and Tanzania.

The Company has also completed projects in various
states of India including Jammu & Kashmir, Rajasthan,
Orissa, Bihar, Arunachal Pradesh, Jharkhand, Kerala,
Chhattisgarh, Haryana, Uttar Pradesh and Himachal
Pradesh.

Telecom Infrastructure EPC

Telecom Infrastructure Projects is the main business
activity of the Company. Major offerings by Company in
Telecom Infrastructure EPC are supplying, laying and
maintaining of Optical Fibre Cables (OFC) networks. EPC
services offered by the Company under this segment
include:

• Optical Fiber Cable NLD / Access Networking
Construction & Maintenance.

• Network Integration.

• Telecom Infrastructure Operation & Maintenance
Services.

• Material Planning & Project Management.

• Engineering Construction & Infrastructure Services.

Your Company is successfully executing orders for
construction of Telecom Network Backbone on Turnkey
basis in the untapped toughest terrains of the country like
the remote border areas of the Eastern and North Eastern
States of India, which will help in building a dedicated
optical Network for the defence forces of India, to connect
their remote border posts to the mainland.

Further, Company has tied up with Telesonic Network
Ltd. (an Airtel group company) for work to be carried out
on continuing basis at various circles including obtaining
permission from applicable authority for HDD/Open
Trench/Moiling/First level restoration/Duct Pulling up to 4
number/DIT/All Fiber Blowing & Pulling/Splicing/Manhole
and Hand hole Supply and installation/ODF and OTB
installation/AT Testing and sign off/Handover to O&M
Team and such other work as may be specified/required
from time to time.

The Company combine a proven track record and
professional skills woven together with a culture of trust.

Going Concern

The Auditors of Company has modified its opinion on
the financial statements as on March 31, 2025 that they
are unable to comments on the ability of the Company
to continue as a going concern. As on March 31, 2025,
Company has accumulated losses amounting to INR
1,07,569.40 Lakhs and is presently facing liquidity
problems on account of delayed realization of trade
receivables. Also, certain lenders have filed applications
with the Debt Recovery Tribunal (DRT) for recovery of
their dues. Further, two parties have also filed applications
with the NCLT for recovery of their dues, however, the
said outstandings are disputed in nature and Company
is pursuing the same before the NCLT, hence, at present
said matters are sub-judice.

The Company has been in discussions with the lenders
regarding settlement of their outstanding borrowing/
dues. Further, the expected realisation of the amounts
outstanding from certain customers, within the next 12
months, with whom the Company is in discussions, is
uncertain in the absence of any confirmations from such
customers. As per the Auditors, the conditions explained
above, indicate existence of uncertainties that may cast
significant doubt on the Company's ability to continue as
a going concern due to which the Company may not be
able to realise its assets and discharge its liabilities in the
normal course of business. Further, the Branch auditor
of the Company's Tanzania Branch has also reported a
material uncertainty related to going concern section in
their auditor's report on the financial statements of the
branch for the year ended 31^st March 2025.

However, the Board of Directors is evaluating various
options and has entered into one-time settlement
agreements with various lenders for settlement of their
outstanding with Company and is in further negotiation
on the terms of settlement with the remaining lenders for
settlement of their existing debt obligations. Further, the
Board of Directors is in discussions with certain customers
for an immediate recovery of the amount due from them
and believes that the substantial portion of such trade
receivables shall be realized in the upcoming year. The
Board of Directors believes that the Company will be able
to settle its remaining debts in due course and in view
of the proposed settlement of debt obligations together
with the expected increased realisation from the trade
receivables, no adjustments are required in the financial
statements and accordingly, these have been prepared
on a going concern basis.

5. Dividend

Due to losses incurred by the Company, the Board of
Directors does not recommend any dividend for the
financial year ended March 31, 2025.

6. Transfer to Reserves

The Company has not transferred any amount to reserves
during the year under review.

7. Share Capital
Authorised Share Capital:

During the year under review, the Authorised Share
Capital of the Company is INR 24,000 Lakh divided into
2400.00 Lakh equity shares of INR 10/- (Rupees Ten only)
each.

Paid up Share Capital:

The Company has not issued any shares during the year,
the paid up share capital of the Company stood INR
176,11,98,580/- (Indian Rupees One Hundred Seventy Six
Crore Eleven Lakh Ninety Eight Thousand Five Hundred
Eighty Only) divided into 17,61,19,858 (Seventeen Crore
Sixty One Lakh Nineteen Thousand Eight Hundred
Fifty Eight) Equity Shares of INR 10/- each as at
March 31, 2025.

8. Subsidiaries and Associate Companies

As on March 31, 2025, the Company had 9 (Nine) direct
and step down subsidiary Companies and 17 (Seventeen)
Associate Companies. Further, the Company has entered
into Joint Venture agreements with unincorporated JV's
for bidding of tenders & contracts the details are given
in the note no. 34 & 35 to the standalone and note no.
35 & 36 to the consolidated financial statements. Also the
Company is a member of an association of person (AOP)
in which Company is having 60% share in profits.

As per sub-section (3) of Section 129 of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing salient features of the
financial statements and performance of the Company's
subsidiaries and associate companies for the year ended
March 31, 2025, is included as per the prescribed format
in this Annual Report. The Financial Statements of these
subsidiaries are uploaded on the website of the Company
in compliance with Section 136 of the Companies Act,
2013. The Financial Statements of these subsidiaries
and the other related detailed information will be made
available to any Member of the Company seeking such
information at any point of time and are also available
for inspection by any member at the Registered Office
of the company on all working days except Saturday
and Sunday during business hours up to the date of the
Annual General Meeting.

During FY 2024-25, there has been no major change in
the nature of business of the subsidiaries.

During the year under review, to consolidate the operations
and to take steps for the non-operational companies,
Management has discussed and has taken steps for
closure of the said Companies and following Companies
have been striked off by Registrar of Companies, NCT of
Delhi & Haryana: 1. A2Z Waste Management (Ahmedabad)
Ltd., associate of the Company striked off effective from
June 11, 2024. 2. Magic Genie Services Ltd., subsidiary
of the Company striked off effective from June 26, 2024.
3. Vswach Environment (Aligarh) Pvt. Ltd. and Vsapients
Techno Services Pvt. Ltd., Indirect Subsidiaries of the
Company striked off effective from January 09, 2025.

In terms of the Regulation 46(2)(h) of SEBI Listing
Regulations, the policy for determining material
subsidiaries is placed on the website of the Company

http://media.a2zgroup.co.in/pdf/Policy_on_material_subsidiary_28.05.2025.pdf.

Report on the performance and financial position of each
of the subsidiaries and associates has been provided
in Form AOC-1 and forms part of the Annual Report as
Annexure A.

9. Directors and Key Managerial Personnel

1. Appointment/Re-appointment & Cessation of
Directors/KMP's

There were no changes in the composition of the
Board of Directors during the year under review.

2. Retire by Rotation

In accordance with the provisions of the Companies
Act, 2013 and the Articles of Association of the
Company, Ms. Dipali Mittal (DIN: 00872628), Director
liable to retire by rotation at the ensuing Annual
General Meeting of the Company and being eligible,
offers herself for re-appointment.

3. Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of
Section 2 and Section 203 of the Companies Act,
2013 read with the rules framed thereunder, the Key
Managerial Personnel's (KMP's) of the Company as
on date of this report; are:

1. Mr. Amit Mittal, Managing Director cum CEO

2. Mr. Lalit Kumar, Chief Financial Officer

3. Mr. Atul Kumar Agarwal, Company Secretary

In compliance with sub-regulation (3) of Regulation
36 of SEBI Listing Regulations and Secretarial
Standard - 2 on General Meetings, brief resume,
expertise and other details of Director(s) proposed to
be re-appointed are given in the Notice convening the
ensuing Annual General Meeting.

10. Policy on Directors' appointment and Remuneration

As on March 31, 2025, the Board consists of Seven
members, One(1) is Executive Director-Managing
director Cum CEO, three (3) are Non-Executive and Non¬
Independent Directors one of whom is the Woman director
and other three (3) are Non-Executive Independent
Directors two of whom are Women Independent Directors.

In terms of the provisions of Section 178(3) of the Act and
Para A of Part D under Schedule II of the SEBI Listing
Regulations, the Nomination & Remuneration Committee
is responsible for formulating the criteria for determining
qualification, positive attributes and independence of a
Director. The Nomination & Remuneration Committee
is also responsible for recommending to the Board a
policy relating to the remuneration of the Directors, Key
Managerial Personnel and other employees. In line with
this requirement, the Board has, on the recommendation
of the Nomination & Remuneration Committee, framed a
policy for selection and appointment of Directors, KMP
and Senior Management and their remuneration. The
policy covers the criteria for making payments to the
NEDs.

The Remuneration Policy of the Company can be
accessed via following link.-

http://media.a2zgroup.co.in/pdf/Remuneration_Policy_13.02.2021.pdf

11. Declaration by Independent Director(s)

The Company has received necessary declaration
from each of the Independent Directors under section
149(7) of the Companies Act, 2013 and Regulation
25(8) of SEBI Listing Regulations, that they meet the
criteria of independence as laid down in section 149(6)
of the Companies act, 2013 and Regulation 16(1)(b) of

the SEBI Listing Regulations. Further, the Independent
Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees
and reimbursement of expenses, if any, incurred by them
for the purpose of attending meetings of the Company.

The Company has also received from them, declaration
of compliance of Rule 6(1) & (2) of the Companies
(Appointment and Qualifications of Directors) Rules,
2014, regarding online registration with the Indian Institute
of Corporate Affairs, Manesar, for inclusion/ renewal of
name in the data bank of Independent Directors. With
regard to integrity, expertise and experience (including
the proficiency) of the Independent Directors, the Board
of Directors have taken on record the declarations and
confirmations submitted by the Independent Directors
and is of the opinion that they are persons of integrity
and possess relevant expertise and experience and their
continued association as Director will be of immense
benefit and in the best interest of the Company. With
regard to proficiency of the Independent Directors,
ascertained from the online proficiency self-assessment
test conducted by the Institute, as notified under Section
150(1) of the Act, the Board of Directors have taken on
record the information submitted by Independent Directors
that they have complied with the applicable laws.

12. Annual evaluation of Board Performance and
Performance of its committees and Individual
Directors

Annual evaluation of the performance of the Board, its
Committees and individual directors has been made
pursuant to the provisions of the Companies Act, 2013 and
the corporate governance requirements as prescribed by
Securities and Exchange Board of India (“SEBI”) under
SEBI Listing Regulations.

The performance of the Board was evaluated by the
members of the Board on the basis of the guidance note
and criteria laid down such as the Board composition
and structure, effectiveness of board processes,
information and functioning, Board culture and dynamics,
quality of relationship between the Board and the
Management and efficacy of communication with external
stakeholders,competence and experience of Board
to conduct its affairs effectively, operations are in line
with strategy, integrity of financial information and the
robustness of financial and other controls, effectiveness
of risk management processes, etc.

The performance of the committees was evaluated by the
board after seeking inputs from the committee members
on the basis of the guidance note and criteria laid down
such as the composition of committees, effectiveness
of committee meetings, committees are appropriate
with the right mix of knowledge and skills, effectiveness
and advantage of the Committee, independence of the
committees, etc.

The Board and the Nomination & Remuneration
Committee (“NRC”) reviewed the performance of the
individual directors on the basis of the 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, willingness to devote time and
effort to understand the company and its business by
the directors, competency to take the responsibility and
having adequate qualification, experience and knowledge,
quality and value of their contributions at board meetings,
effectiveness of Leadership quality of the Chairperson
etc.

In a separate meeting of Independent Directors,
performance of non-independent directors, performance of
the board as a whole and performance of the Chairperson
was evaluated, taking into account the views of executive
directors and non-executive directors.

13. Number of meetings of the Board of Directors

During the year, Four (4) meetings of the members
of Board and one meeting of Independent Directors
were held, the details of which are given in Corporate
Governance Report. The provisions of Companies Act,
2013 and SEBI Listing Regulations, were adhered to
while considering the time gap between two consecutive
meetings.

14. Meetings of the Audit Committee

During the year under review, the Audit Committee met
4 (Four) times. The details of the meetings, composition
and terms of the reference of the Committee are given in
the Corporate Governance Report which forms a part of
this Annual Report.

15. Change in the nature of business

There has been no change in the nature of business
during the year under review.

16. Material Changes and Commitments

There were no material changes and commitments
affecting the financial position of the Company, which
occurred between the end of the financial year of the
Company and the date of this report.

17. Updates on One Time Settlement (OTS) with the
Lender(s)

During the year under review, Company has entered
into Settlement Arrangement on May 28, 2024 with
Union Bank of India (UBI), to settle all its outstanding
dues through full cash One Time Settlement (OTS) for a
deferred Consideration of INR 900 Lakh against the total
outstanding amount of INR 2,618 Lakh.

Your Company is working assiduously to reduce the
debt burden and in line with this strategy the Company
has entered into One Time Settlement Agreements
(OTS) with various Lenders, wherein it had settled the
outstanding borrowings by upfront payments and deferred
installments. During the year under review, Company has
paid the full OTS amount to UBI and has also paid the full
OTS amount under the previous settlement(s). Company
is also in discussion with the remaining Lenders for

finding a prudent resolution of their respective fund/non-
fund based exposure to the Company by doing one time
settlement with them.

18. Deposits

During the year under review, the Company has not
accepted any deposits within the meaning of Sections
2(31) and 73 of the Companies Act, 2013, and the Rules
framed thereunder and any re-enactments thereof and
consequently, there was no amount of principal or interest
was outstanding towards the Public deposit as on the date
of Financial Statements.

19. Significant and Material Orders passed by the
Regulators or Courts or Tribunals

There are no significant material orders passed by the
Regulators or Courts or Tribunal which would impact
the going concern status of the Company and its future
operations.

20. Internal Financial Controls and systems:

According to Section 134(5)(e) of the Act, the term
Internal Financial Control (IFC) means the policies and
procedures adopted by the Company. Your Company has
in place adequate financial control system and framework
in place to ensure:

- The orderly and efficient conduct of its business;

- 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 information.
The Company has a well-placed, proper and adequate
IFC system which ensures that all assets are safeguarded
and protected and that the transactions are authorised,
recorded and reported correctly. The Company's IFC
system also comprises due compliances with Company's
policies and Standard Operating Procedures (SOPs)
and audit and compliance by internal audit checks
from VBR & Associates, Internal Auditors. The Internal
Auditors independently evaluate the adequacy of internal
controls for the majority of the transactions in value terms.
Independence of the audit and compliance is ensured by
direct reporting of Internal Auditors to the Audit Committee
of the Board.

The Company's Books of Accounts are maintained
in tally and transactions are executed through tally
(ERP) setups to ensure correctness/ effectiveness of
all transactions, integrity and reliability of reporting.
Significant observations including recommendations for
improvement of the business processes are reviewed by
the Management before reporting to the Audit Committee.
The Audit Committee reviews the Internal Audit reports
and the status of implementation of the agreed action
plan. This system of internal control facilitates effective
compliance of Section 138 of Companies Act, 2013 and
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,

2015.

The internal auditors of the company checks and verifies
the internal control and monitors them in accordance
with policy adopted by the company. The Board regularly
reviews the effectiveness of controls and takes necessary
corrective actions where weaknesses are identified as
a result of such reviews. This review covers entity level
controls, process level controls, fraud risk controls. Based
on this evaluation, there is nothing that has come to the
attention of the Directors to indicate any material break
down in the functioning of these controls, procedures or
systems during the year.

The Statutory Auditors have given their disclaimer of
opinion on the financial reporting in their Report on the
effectiveness of the Company's internal financial controls
with reference to the Company's ability to continue
as a going concern, accrual of interest expenditure in
accordance with Ind AS 23 and reconciliation of the same
with the lenders, estimating the investment and other
dues recoverable in an associate company. Your Directors
re-iterate their clarifications on the same as mentioned
elsewhere in the Report.

21. Secretarial Standards

The Company is in Compliances with the Secretarial
Standards issued by the Institute of Company Secretaries
of India (ICSI) on Meetings of the Board of Directors (SS-
1) and General Meetings (SS-2).

22. Auditors

Statutory Auditors and Auditors' Report

M/s MRKS and Associates (“MRKS”) (Firm Registration
No. 023711N), Chartered Accountants, were appointed as
auditors of the Company for a period of five consecutive
years from the conclusion of the 20^th Annual General
Meeting (AGM) to the conclusion of the 25^th Annual
General Meeting of the Company.

The auditor's report presented by M/s MRKS and
Associates , Auditors on the accounts of the company for
the financial year ended March 31,2025 is self-explanatory
and requires no comments and the Management replies
to the audit observations are as under:

Explanation to Para 3.a. of Auditor's report on
Standalone Financials of A2Z Infra Engineering Ltd.
and Para 3.a. of Auditor's report on consolidated
Financial of A2Z Infra Engineering Ltd., its subsidiaries
and associates of A2Z Infra Engineering Ltd.

Based upon management analysis and assumptions, the
management is evaluating various options and has entered
into one-time settlement agreements with various lenders
(as described in note 22.1 of the financial statements),
including interest and other related terms and conditions
apart from further negotiating the terms with the remaining
lenders for settlement of its existing debt obligations.
Further the management is in discussions with certain
customers for an immediate recovery of the amount
due from them and believes that the substantial portion

of such trade receivables shall be realized within the
upcoming year. Management believes that the Company
will be able to settle its remaining debts in the due course
and in view of the proposed settlement of debt obligations
together with the expected increased realisation from
the trade receivables, no adjustments are required in the
standalone financial statements and accordingly, these
have been prepared on a going concern basis. Refer
Note 31 of standalone financial statements and Note 51
of consolidated financial statements for details.

Explanation to Para 3.b. of Auditor's report on
standalone Financials of A2Z Infra Engineering Ltd.,
& Para 3.b. of Auditor's report on Consolidated
Financials of A2Z Infra Engineering Ltd. its
subsidiaries, joint ventures and associates of A2Z
Infra Engineering Ltd.

Based upon management analysis and assumptions,
management is confident that no additional liability on
account of borrowing settlement shall devolve on the
Company in addition to the carrying value of such liability
as at March 31, 2025. The Company is in the process of
negotiations/ reconciliations of its outstanding obligations
carried in these financial statements. Hence, directors
believe that there is no material financial impact on the
said disclaimer of opinion. Refer Note 22.1 of standalone
financial statements and Note 50 of consolidated financial
statements for details.

Explanation to Para 3.c. of Auditor's report on
standalone Financials of A2Z Infra Engineering Ltd., &
Para 3.c. of Auditor's report on Consolidated Financials
of A2Z Infra Engineering Ltd. its subsidiaries, joint
ventures and associates of A2Z Infra Engineering Ltd.

Based upon management analysis and assumptions, the
recoverable amount from the underlying investments/
assets is higher than the net worth of Greeneffect
Waste Management Group. There are assumptions
and estimates used in such future projections such as
discount rate, long term growth rate, arbitration claims
etc. which management believes are fair and appropriate.
Therefore, the management believes that the realisable
amount from the aforementioned associate company and
its subsidiaries is higher than the carrying value of the
non-current investments, other current financial assets
and current financial assets-loans due to which these are
considered as good and recoverable. Hence, directors
believe that there is no material financial impact on the
said disclaimer of opinion. Refer Note 5.2 of standalone
financial statements and Note 6.2 of consolidated financial
statements for details.

Branch Auditors

In terms of Section 143(8) of the Companies Act, 2013
read with Rule 12 of the Companies (Audit and Auditors)
Rules, 2014, the audit of the accounts of the branch
offices of the Company located outside India is required
to be conducted by the person(s) or firm(s) qualified to
act as Branch Auditors in accordance with laws of that
country. The Board of Directors seeks approval of the

Members to authorize the Board of Directors based on the
recommendation of Audit Committee to appoint Auditors
for the branch office(s) of the Company and also to fix
their remuneration. The Board of Directors recommends
to the Members to pass the resolution, as stated in Item
No. 3 of the Notice, convening the ensuing Annual General
Meeting.

Secretarial Auditors

In terms of 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
Company had appointed M/s. DR Associates, Company
Secretaries as Secretarial Auditors to conduct Secretarial
Audit of the company and its material unlisted Subsidiary
Company(ies), namely M/s A2Z Infraservices Ltd., M/s
Ecogreen Envirotech Solutions Ltd. and M/s Mansi Bijlee
& Rice Mills Ltd., for the Financial year 2024-25.The
Secretarial Audit Report of the Company together with its
material unlisted subsidiary(ies) is given as Annexure B
(Form MR-3) which forms part of this report.

The said Secretarial Audit Reports do not contain any
qualification, reservation or adverse remark made by the
secretarial auditors.

Pursuant to provisions of Regulations 24A of the SEBI
Listing Regulations and the provisions of Section 204 and
other applicable provisions, if any, of the Companies Act,
2013 and Rules framed thereunder, M/s DR Associates,
(Firm Registration No. P2007DE003300) Company
Secretaries, have been proposed to be appointed as
Secretarial Auditors of the Company for conducting
secretarial audit of the Company and issue the Secretarial
Compliance Report for the term of 5 (five) consecutive
years from Financial Year 2025-26 till Financial Year
2029-30. The Auditors have confirmed that they are peer
reviewed company secretaries and hold a valid certificate
of peer review issued by the Institute of Company
Secretaries of India. They have also confirmed that they are
not disqualified and are eligible for the said appointment.
Accordingly, the Board of Directors recommends to the
Members to pass the resolution, as stated in Item No. 5
of the Notice convening the forthcoming Annual General
Meeting.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with Rule 14 of the Companies (Audit
and Auditors) Rules, 2014, the cost records in respect
of road and construction activity need to be audited. In
Compliance to the above, the Board of Directors upon the
recommendation of the Audit Committee had appointed
M/s SKG & Co. (Firm Registration No. 000418), as the
Cost Auditors of the Company for the Financial Year
ended March 31, 2026.

In accordance with the above provisions, the remuneration
payable to the cost auditors for the financial year ended
March 31, 2026 should be ratified by the Members.
Accordingly, the Board of Directors recommends to the
Members to pass the resolution, as stated in Item No. 4

of the Notice convening the forthcoming Annual General
Meeting. The Cost Auditors have certified that their
appointment is within the limits of Section 141(3)(g) of the
Act and that they are not disqualified from appointment
within the meaning of the said Act.

Further, the Cost Auditors' Report as given by M/s SKG
& Co. (Firm Registration No. 000418) for financial year
2024-25 do not contain any qualifications, reservations,
adverse remarks or disclaimer which call for any
explanation/comment from the Board of Directors.

23. Corporate Social Responsibility (CSR)

As the Company has incurred losses and is not fulfilling
the criteria as specified in Section 135 of the Companies
Act, 2013 in the preceding financial year i.e. F.Y 2023-24.
Hence, the provisions of Section 135 are not applicable on
the Company for the F.Y. 2024-25 and it was not required
to spend any amount towards CSR activities during the
financial year.

The CSR Policy of the Company approved by the Board
is placed on the website of the Company and may be
accessed via following link.

http://media.a2zgroup.co.in/pdf/CSR_Policy_A2Z_22.pdf

24. Investor Education and Protection Fund

During the year under review, no unclaimed dividend/
shares are pending to be transferred to IEPF.

25. Vigil Mechanism / Whistle Blower Policy

The Board has pursuant to the provisions of Section 177(9)
& (10) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 22 of SEBI Listing Regulations,
framed “Vigil Mechanism (Whistle Blower) Policy” (“the
Policy”)' through which directors, employees and business
associates may report unethical behavior, malpractices,
wrongful conduct, fraud, violation of Company's code
of conduct, leak or suspected leak of unpublished price
sensitive information without fear of reprisal.

This Policy has been formulated to provide Vigil
Mechanism for employees including directors of the
Company to report genuine concerns from time to time.
The said policy is placed on the website of the Company
and may be accessed at a link:-

http://media.a2zgroup.co.in/pdf/A-VIGIL_(WHISTLE%20BLOWER)_

POLICY_13.02.2021.pdf

This vigil mechanism of the Company is overseen by
the Audit Committee and provides adequate safeguard
against victimization of employees and directors who
avail the vigil mechanism and also provide direct access
to the Chairperson of the Audit Committee in appropriate
or exceptional circumstances.

26. Particulars of Loans, Guarantees or Investments
under Section 186

Being an infrastructure Company, the provisions of Section
186 is not applicable on the Company and particulars of
loans, guarantees, investments form part of the notes
to the Financial Statements provided in this Annual
Report. All the loans, guarantees and investments made

are in compliance with the provisions of the Companies
Act, 2013 and the same are disclosed in the Financial
Statements.

27. Related Party Transactions

With reference to Section 134 (3) (h) of the Act, all
contracts and arrangements with related party under
Section 188 (1)of the Act, entered by the Company during
the financial year, were in the ordinary course of business
and on an arm's length basis. A statement giving details of
all Related Party Transactions are placed before the Audit
Committee on a quarterly basis for its review.

During the year under review, Company had not entered
into any contract or arrangement with the related parties
which could be considered 'material' (i.e. transactions
entered into individually or taken together with previous
transactions during the financial year, exceeding
rupees one thousand crore or ten percent of the annual
consolidated turnover as per the last audited financial
statements of the Company, whichever is lower) according
to the policy of the Company on the materiality of Related
Party Transactions. Accordingly, there are no transactions
that are required to be reported in Form-AOC 2. However,
you may refer to Related Party transactions in Note No.
35 of the standalone financial statements.

The Policy on materiality of related party transactions as
also dealing with related party transactions as approved
by the Board may be accessed on the Company's website
at the link:

http://media.a2zgroup.co.in/pdf/A2Z-%20Policy%20on%20Materiality%20of%20

and%20Dealing%20with%20Related%20Party%20Transactions_01.04.2025.pdf

28. Employee Stock Option Plan

The Nomination & Remuneration Committee of the Board
of Directors of the Company, inter alia, administers and
monitors the A2Z Employees Stock Option Plan 2013
(ESOP 2013), A2Z Employees Stock Option Plan 2014
(ESOP 2014) and A2Z Employees Stock Option Plan
2018 (ESOP 2018) of the Company in accordance with
the applicable SEBI Guidelines.

The applicable disclosures as stipulated under Regulation
14 of SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 with regard to ESOP 2013,
ESOP 2014 and ESOP 2018, including ESOP re-granted
under the above specified scheme(s), if any, are available
on the website of the Company at www.a2zgroup.co.in.

The certificates from the Secretarial Auditor of the
Company stating that the Schemes have been
implemented in accordance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 and the resolution passed by the members will be
available for inspection in electronic mode during the
meeting to any person having right to attend the meeting
and same may be accessed by sending an e-mail to
investor.relations@a2zemail.com.

29. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return in the prescribed Form

No. MGT-7 as on 31^st March, 2025 is available on the
Company's website at a2zgroup.co.in under the Investors
Section.

30. Prevention of Sexual Harassment at Workplace:

Equal Value is given to all employees in the Company.
There is no discrimination between individuals at any point
based on race, colour, gender, religion, political opinion,
national extraction, social origin, sexual orientation or age.
Every individual is expected to treat his/her colleagues
with respect and dignity.

As per the requirement of the Sexual Harassment ofWomen
at Workplace (Prevention, Prohibition & Redressal) Act,
2013 read with rules made thereunder, your Company
has constituted Internal Complaints Committee which is
responsible for redressal of complaints related to sexual
harassment.

Following is the summary of sexual harassment complaints
received and disposed of during the year:

(a) No. of complaints of sexual harassment received
in the year: Nil

(b) No. of complaints disposed off during the year: Nil

(c) No. of cases pending for more than ninety days: Nil

31. Disclosure on Cost Records

Pursuant to provisions of Section 134 of the Act read
with Rule 8(5)(ix) of the Companies (Accounts) Rules,
2014, it is confirmed that maintenance of cost records as
specified by the Central Government under sub-section
(1) of Section 148 of the Act, is required by the Company
and accordingly such accounts and records are made and
maintained.

32. Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given in
Annexure C.

33. Conservation of Energy, Technology absorption,
Foreign Exchange Earnings and Outgo

Due to various reasons beyond the control of the
Company as mentioned herein above, the power plants of
the Company are not operational. Further, there is no any
other manufacturing plant owned by the Company.

Hence, most of the Information required to be provided
under Section 134(3) (m) of the Act read with the
Companies (Accounts) Rules, 2014, are Nil/Not
applicable during the year under review. The information,
as applicable, are given hereunder:

Conservation of Energy: Your Company requires
minimal energy consumption and every endeavor is
made to ensure optimal use of energy, avoid wastages
and conserve energy as far as possible.

Further, during the year there are no foreign exchange
earnings and outgo.

34. Disclosure requirements

a. As per Regulation 34 read with Schedule V of the
SEBI Listing Regulations, management discussion
and analysis are attached, which form part of this
report.

b. Company is complying with the provisions relating to
the Maternity Benefit Act 1961.

c. Details of the familiarization program of the
independent directors are available on the website of
the Company

http://media.a2zgroup.co.in/pdf/AIEL_Familiarization%20Programme%20

for%20Independent%20Directors_2024-25.pdf

d. In terms of Regulation 17(8) of SEBI Listing
Regulations, the Chief Executive officer and the Chief
Financial officer furnished a certificate to the Board of
Directors in the prescribed format for the year under
review and taken on record by the Board.

35. Listing

The Equity Shares of the Company continue to remain
listed on BSE Limited and National Stock Exchange of
India Limited (NSE). The stipulated listing fees for FY
2025-26 have been paid to both the Stock Exchanges.

36. Risk Management Policy

Risk management forms an integral part of the business
planning and review cycle. The Company's Risk
Management Policy is designed to provide reasonable
assurance that objectives are met by integrating
management control into the daily operations, by ensuring
compliance with legal requirements and by safeguarding
the integrity of the Company's financial reporting and its
related disclosures.

The Company has a mechanism in place to inform
Board members about risk assessment, minimization
procedures and periodical review thereof. The Board of
Directors and Audit Committee of Board of Directors of the
Company inter alia reviews Risk Management functions
of the Company and ensures appropriate methodology,
processes and systems are in place to monitor and
evaluate risks associated with the business of the
Company.

The main objective of this policy is to ensure sustainable
business growth with stability and to promote a pro¬
active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve
the key objective, the policy establishes a structured and

disciplined approach to Risk Management, in order to
guide decisions on risk related issues.

In today's challenging and competitive environment,
strategies for mitigating inherent risks in accomplishing
the growth plans of the Company are imperative. The
common risks inter alia are: Competition, Business risk,
Technology obsolescence, Investments, retention of
talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk,
legal risk.

As a matter of policy, these risks are assessed and steps
as appropriate are taken to mitigate the same.

37. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the
Companies Act, 2013, the board of directors, to the best
of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the
Financial Year ended March 31, 2025, the applicable
accounting standards have been followed and no
material departures have been made from the same;

b. we have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
company at March 31,2025 and of the profit and loss
of the company for that period;

c. we have 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;

d. we have prepared the annual accounts on a going
concern basis; and

e. we have laid down internal financial controls to
be followed by the company and that such internal
financial controls are adequate and were operating
effectively.

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

38. Fraud Reporting

There was no fraud reported by the Auditors of the
Company under Section 143(12) of the Companies Act,
2013, to the Audit Committee or the Board of directors
during the year under review.

39. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of the financial year.

Details of proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) are as follows:

40. Details of difference between amount of the valuation
done at the time of one time settlement and the
valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.

Not Applicable

41. General

Your Directors state that no disclosure or reporting is
required in respect of the following items (as there were
no transactions/instances on the below mentioned items)
during the year under review:

1. No Voluntary revision of Financial Statements or
Board's Report.

2. No director who is in receipt of any commission from
the Company and who is a Managing Director or
Whole-time Director of the Company has received
any remuneration or commission from any Holding
Company or Subsidiary Company of the Company.

i. Mr. Amit Mittal was appointed as Whole-Time
Director in Ecogreen Envirotech Solutions Ltd.
(“Ecogreen”), subsidiary of the Company with
effect from November 01, 2021 and he is in
receipt of remuneration of INR 78.96 Lakh from
Ecogreen during the year under review.

42. Acknowledgement

Your Directors place on record their gratitude to the
Central Government, State Government Departments,
Organizations and Agencies in India and Governments of
various countries where the Company has its operations
for their continued support and co-operation. The
Directors are also thankful to all valuable stakeholders
viz., customers, vendors, suppliers, banks, financial
institutions, joint venture partners and other business
associates for their continued co-operation and excellent
support provided to the Company during the year. The
Directors acknowledge the unstinted commitment and
valuable contribution of all employees of the Company.

The Directors also appreciate and value the trust reposed
in them by Members of the Company. Your Directors also
thank and appreciate all the Bankers of the Company for
their support extended by them to the Company in difficult
times and for accepting the settlement process for settling
the debt amount in an amicable manner.

For and on behalf of Board of Directors

Sd/-

(Atima Khanna)

Date: 12.08.2025 Chairperson

Place: Gurugram DIN-07145114