Jayant Infratech Ltd

Dr Tavinderpal Singh Arora – Non-Executive Independent Director

• Type of change: Appointment of Dr Tavinderpal Singh Arora as Non-Executive Independent Director.
• Effective from 06 July 2026 for a five-year term through 05 July 2031.
• Reason: Approved by Members via Special Resolution at the 23rd AGM (30 Sep 2026).
• Profile: Government-approved registered valuer, insolvency professional, engineer, independent director, arbitrator, safety consultant.
• Relationships: Not related to other directors or KMP.
• Independence/compliance: Not debarred; confirms independence.
• Shareholding: NIL.
• Directorships in listed entities: NIL.

Mrs Aanchal Agrawal – Non-Executive Independent Director

• Type of change: Appointment of Mrs. Aanchal Agrawal as Non-Executive Independent Director.
• Effective from 01 October 2026 for a five-year term through 30 September 2031.
• Reason: Approved by Members at the 23rd AGM (30 Sep 2026).
• Profile: Qualified Company Secretary with 7+ years in corporate laws and governance.
• Relationships: Not related to other Directors or KMP.
• Independence/compliance: Not debarred; confirms independence.
• Shareholding: NIL.
• Directorships in listed entities: NIL.

AGM Details

• AGM held on 30 September 2026 at 04:00 PM IST, Bilaspur registered office.
• Remote e-voting facility available: 26–29 September 2026.
• Quorum present; meeting commenced at 04:00 PM and concluded at 05:20 PM.
• Scrutinizer appointed for voting; results to be uploaded.
• 20 Members attended; 18 in person, 2 as HUF representatives.
• No proxies were present.
• Agenda included ordinary and special business per Notice dated 05 Sep 2026.
• Voting results pending; chairman to declare after Scrutinizer report.

Ordinary Resolutions

• Adoption of standalone financial statements and reports for year ended 31 March 2026.
• Re-appointment by rotation of Director Rishi Jashwantrai Karia.
• Ratify remuneration of cost auditors for FY ended 31 March 2026 and 31 March 2027.
• Extend related party transaction limit to Rs 40 crores.

Special Resolutions

• Appointment of Dr. Tavinderpal Singh Arora as Independent Director.
• Appointment of Mrs. Aanchal Agrawal as Independent Director.

Jayant Infratech Limited trading window closed from 01 October 2026 till 48 hours after declaration of the financial results for the Half year ended 30 September 2026.

Financial performance

• Revenue from operations: ₹11,169.84 lakh in FY2025-26.
• Total revenue: ₹11,392.11 lakh; Other income ₹222.27 lakh.
• Profit before tax: ₹1,128.51 lakh; Profit after tax: ₹844.09 lakh.
• Earnings per share: ₹8.13 (basic and diluted).
• Dividend not recommended for the year.
• Current tax ₹275.93 lakh; Deferred tax ₹7.67 lakh.

Order book and projects

• New orders secured: ₹188.79 crore during FY2025-26.
• Balance work portfolio: ₹512.22 crore as of 31 Mar 2026.
• Expansion into railway maintenance broadens service platform.
• Focused on execution quality and returns while growing maintenance presence.

Capital structure & liquidity

• Equity capital after warrants conversion: ₹1,033.67 lakh.
• Total borrowings: ₹3,298.07 lakh; short-term ₹3,254.38 lakh; long-term ₹43.69 lakh.
• Current ratio: 1.45; Debt-equity ratio: 0.41.
• Cash flow from operations: ₹−1,343.51 lakh; financing supported net cash rise.

Governance & board changes

• Pragya Soni resigned as director on 9 June 2026.
• Dr. Tavinderpal Arora appointed Independent Director from 6 July 2026.
• Mrs. Aanchal Agrawal appointed Independent Director from 1 Oct 2026 for five years.

Related party transactions

• RPTs permitted up to ₹40 crore; approved as ordinary resolution.
• Major dealings include rent/remuneration with Daksha and Nilesh; ₹2,000.00 lakh with Jayant Infraprojects.
• Other related parties include Prajai Infratech, Karia Infratech, Tricolor entities, and family interests.
• All related party transactions deemed ordinary course and at arm's length; approved May 29, 2026.

Audit & internal controls

• Statutory auditors: Gupta & Associates; Internal auditor: Shrivastava Gupta & Associates.
• Secretarial auditor: Rohtash Agrawal & Co.; Cost auditor: Yash & Associates (₹60,000/yr).
• Auditors report: no material qualifications; internal controls adequate; no fraud reported.

CSR performance & initiatives

• CSR spend: ₹15.05 lakh; required ₹14.92 lakh; excess/shortfall ₹0.13 lakh.
• CSR initiatives include Dinbandhu Sahyog Sanstha and Nasha Mukt Yuva for Viksit Bharat.
• CSR policy available on the company website.

E-voting details

• Provider: Bigshare Services Private Limited.
• Entitlement date: 24/09/2026.
• Voting start: 26/09/2026 10:00 AM.
• Voting end: 29/09/2026 05:00 PM.
• Scrutinizer: CS Rohtash Kumar Agrawal (M.No. 5537, CP No. 4015).
• AGM date/time: 30 September 2026 at 04:00 PM.
• Regulatory basis: Regulation 44 of SEBI LODR and Section 108 of Companies Act 2013.

Financial performance

• Revenue from operations: ₹11,169.84 lakh; total revenue: ₹11,392.11 lakh.
• Net profit after tax: ₹844.09 lakh; EPS ₹8.13.
• Dividend not recommended for FY2025-26.

Order book & projects

• New orders secured ₹188.79 crore in FY25-26.
• Balance work portfolio ₹512.22 crore as at 31 Mar 2026.
• Entered railway maintenance, expanding service scope.
• Projects spread across Indian Railways zones.

Dividends & capital allocation

• Dividend not declared for FY2025-26.
• Equity capital increased after warrant conversions.

Capital structure & liquidity

• Total borrowings ₹3,298.07 lakh; short-term ₹3,254.38 lakh.
• Share capital increased to ₹10.3366 crore after warrant conversions.
• Debt-equity ratio 0.41; current ratio 1.45.
• Credit rating: CARE BBB-; Stable for long-term facilities.
• Bank guarantees: CARE A3; stable outlook.

Governance changes

• Pragya Soni resigned from Board on 9 June 2026.
• Dr. Tavinderpal Singh Arora appointed Independent Director from 6 Jul 2026.
• Mrs. Aanchal Agrawal to be Independent Director from 1 Oct 2026.
• CSR Committee reconstituted to include new Independent Director.

Auditors & controls

• Statutory auditors: Jay Gupta & Associates.
• Internal auditor: Shrivastava Gupta & Associates.
• Secretarial auditor: Rohtash Agrawal & Co.
• Cost auditor: Yash & Associates; ₹60,000 per year.
• Auditors' report: no material qualifications.

Related party transactions

• Material related party transactions up to ₹40 crore approved; arm's length.
• Audit Committee & Board approvals dated 29 May 2026.

CSR & sustainability

• CSR spend ₹15.05 lakh; 2% average net profit ₹14.92 lakh.
• Shortfall ₹0.13 lakh; unspent amount not required to transfer.
• Policy on company website; 75 villages under Nasha Mukti Yuva.

Outlook & risks

• Railways budget 2026-27 supports expansion; maintenance demand rising.
• Focus on deepening OHE capabilities and maintenance platform.

Rating action & instruments

• Long-term bank facilities ₹28 crore rated CARE BBB-; Stable.
• Long-term/short-term facilities ₹13 crore rated CARE BBB-; Stable / CARE A3.

Agency

• Agency: CARE Ratings Limited.

Outlook

• Outlook: Stable.

Rationale – strengths

• Promoter has a two-decade track record in railway infrastructure.
• Healthy order book supported by government focus on railway electrification.
• Profit margins improving; comfortable capital structure and debt protection metrics.
• Weakness: modest scale, geography concentration risk (Chhattisgarh ~50%).
• Working-capital intensive operations and tender-based industry.

Financials

• FY26 TOI ₹111.70 crore; PBILDT ₹11.20 crore; PAT ₹8.44 crore.
• Gearing 0.55x; PBILDT interest coverage 5.87x; TOL/TNW 1.03x.
• Order book as of July 31, 2026: ₹385.55 crore; OB/TOI 3.45x.

Liquidity

• Liquidity adequate; GCA ₹8.73 crore; lien-fixed deposits ₹22.58 crore.
• Average fund-based limit utilisation 82.44%; NB/GBG utilization ~90%.

Sensitivity

• Positive: TOI > ₹175 crore with stable margins and adequate liquidity.
• Negative: TOI decline below ₹80 crore or margins below 6%.

Material change

• New rating assigned for both facilities.

Meeting Details

• Date: 5 September 2026; Time: 04:00 P.M.; Venue: Registered Office, 'Mangal Smriti', Tilak Nagar, Bilaspur (C.G) 495001.

Key Agenda Items

• Draft Annual Report for the year ended 31 March 2026.
• Board Report for the year ended 31 March 2026.
• Director liable to retire by rotation and reappointment.
• Fix date and approve notice of the 23rd AGM.
• Fix Cut-off Date and Remote E-voting period for AGM.
• Appoint Scrutinizer M/s Rohtash Agrawal & Co., Company Secretaries, Raipur.
• Authorize Directors to authenticate and file forms under Companies Act, 2013.
• Consider and approve material Related Party Transactions for 2026-27.

Other Notes

• Directors may attend in person or via video conferencing or other audio-visual means.

Key Decisions

• Withdrawal of proposed preferential issue up to 12,55,000 equity shares to Jayant Infraprojects
• Termination of Business Transfer Agreement with Jayant Infraprojects with immediate effect
• Authorize Managing Director/Whole-time Director and Company Secretary to execute termination documents
• Board approved preferential issue Apr 27, 2026; shareholders approved at EGM May 27, 2026
• In-principal approval to BSE for the proposed issue is under process
• Withdrawal to restructure; no adverse impact on financial position, operations, or growth prospects