Capacite Infraprojects Ltd Directors Report

Issued, Subscribed and Paid-up Capital

During the FY26, there was no change in Issued, Subscribed and Paid-up Share Capital of the Company. As on March 31, 2026, Issued, Subscribed and Paid-up Share Capital of the Company stood at 84,60,40,430 divided into 8,46,04,043 Equity shares having face value of 10 each.

DEAR MEMBERS,

The Board of Directors (Board) of Capacite Infraprojects Limited (Company or CIL) have pleasure in presenting their 14 th Board Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on March 31, 2026 (FY26).

COMPANY OVERVIEW

The Company is a focused Engineering, Procurement, and Construction (EPC) company specializing in complex building projects across residential, commercial, and institutional segments. Since its inception in 2012, the Company has built a strong reputation for quality execution, timely delivery, and sectoral diversity.

With over 60+ projects delivered in 12 years - including a record-setting hospital build recognised by the Limca Book of Records - The Company has demonstrated strong execution capabilities. Its diversified order book, built on focused singlesegment strategy, positions the Company as a preferred partner for marquee private and large public sector projects.

There was no change in the nature of the business of the Company during the FY26.

FINANCIAL HIGHLIGHTS

In accordance with the provisions of the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has prepared its Standalone and Consolidated Financial Statements for the FY26, in compliance with the Indian Accounting Standards (Ind AS).

The key financial highlights of the Company for the FY26 are as under:

( in Lakhs)

Particulars	Standalone		Consolidated
	FY26	FY25	FY26	FY25
Total Revenue	2,25,404.15	2,24,486.83	2,64,363.06	2,40,710.55
EBITDA before exceptional items	43,024.14	42,652.46	45,422.36	43,694.77
EBIT before exceptional items	33,245.34	33,218.91	35,510.66	35,846.69
PAT	17,587.08	18,078.43	19,309.27	20,376.82
Debt Equity	0.25	0.25	0.24	0.24

CAPITAL EXPENDITURE

During the FY26, Company had incurred 196 Crores towards capital expenditure primarily towards purchase of equipments, plant & machinery, IT and technology upgradation expenses, implemented compliance software and other administrative expenses.

RESERVES

The Company has not transferred any amount to the General Reserve during the FY26. As on March 31, 2026, the total Reserves and Surplus - including General Reserve, Retained Earnings, and Securities Premium - stood at 1,78,433.77 Lakhs

During the FY26, the Company has not issued equity shares with differential rights, sweat equity shares. The Company does not have any scheme or provision for the purchase of its own shares by employees or by trustees for their benefit.

DIVIDEND

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has adopted a Dividend Distribution Policy. This policy outlines the key factors and guiding principles that the Board of Directors considers while deciding on dividend payouts or retention of profits. The policy is available on the Companys website at https://capacite.in/wp-content/uploads/2025/06/2.- Dividend-Distribution-Policy.pdf . In line with this policy, and with a view to strengthening the Companys financial position and supporting future growth plans, the Board has not recommended any dividend for the FY26.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2026, the Company has 1 (one) subsidiary and 2 (Two) Associate and 5 (Five) Joint Venture entities.

S. No.	Entities	Business	Holding /Profit & Loss sharing (%)
Subsidiary:
1	CIL MMEPL Ekatha Private Limited	To develop the Ekatha Harbour project at Maldives (Landside works), pursuant to the contract awarded by Rail Vikas Nigam Limited.	51
Associates:
1.	TCC Construction Private Limited	Execution of project awarded by MHADA for redevelopment of BDD chawls Mumbai	37.10
2.	TPL-CIL Construction LLP	Execution of project awarded by MHADA for redevelopment of BDD Chawls Mumbai	35
Joint Ventures:
1.	Capacite Viraj AOP	Construction of building and surrounding podium around for residential township projects KUL Nation	70
2.	CEPL-CIL JV	Construction of port Facilitation centre at JN Port.	74
		Construction of IFSCA Headquarter Building in gift SEZ	65
3.	CIL-SIPL JV	Construction of Multi-Specialty Hospital at Bhandup, awarded by Municipal Corporation of Greater Mumbai (MCGM).	51
4.	Capacite E-Governance JV	Construction of Multi-Specialty Hospital at Bhandup, awarded by Municipal Corporation of Greater Mumbai (MCGM).	96
5.	SCC Capacite JV	Construction of Maintenance cum Technology Centres at 6 locations for the project for construction of Mumbai - Ahmedabad High Speed Rail	40

PERFORMANCE OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

In line with Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in Form AOC-1, containing key financial details of above-mentioned entities, is attached to the consolidated Financial Statements and forms part of this Annual Report. This statement outlines the performance and financial position of each such entity and their contribution to the overall business.

SHARE CAPITAL Authorised Capital

During FY26, there was no change in the Authorised Share Capital of the Company. As on March 31, 2026 the Authorised Share Capital of the Company stood at 90,00,00,000 divided into 9,00,00,000 equity shares of face value of 10 each.

As required under Section 136 of the Act, the audited Financial Statements of the above- mentioned subsidiary company is available on the Companys website at https://capacite.in/financials-info/ and is also open for inspection at the registered office of the Company. Physical copies will be provided to any member on request.

The Policy for determining material subsidiaries, as per Regulation 16(1)(c) of SEBI Listing Regulations, is available on the Companys website at https://capacite.in/wp-content/uploads/2025/06/6.-Policy-for-determining-material-subsidiary.pdf. As on March 31, 2026, the Company has no material subsidiary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Companys Board is an optimum combination of Executive Directors, Non-Executive Directors and Independent Directors in compliance with the provisions of the Act, SEBI Listing Regulation and other applicable laws.

As on March 31, 2026, the Board comprised of 8 (Eight) Directors - One Executive Chairman, one Managing Director & CEO, One Whole Time Director and five Independent Directors, of which two are Women Independent Directors.

All appointments and re-appointments of Directors are subject to shareholders approval at regular intervals; accordingly, the Company does not have any permanent Board seats.

Details of changes in the composition of the Board during the FY26 and up to the date of this Report are as follows:

APPOINTMENTS AND RE-APPOINTMENTS Re-appointments at the ensuing AGM

a) Mr. Rahul Katyal (DIN: 00253046) has been associated with the Company since August 09, 2012 and was reappointed as Managing Director on September 04, 2025 for a period of five years. In accordance with the provisions of Section 152(6) of the Act, he is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment at the said Meeting. The Board, based on the recommendation of the Nomination & Remuneration Committee (NRC), has recommended his re-appointment.

This re-appointment is in compliance with the statutory requirement of retirement by rotation and, upon such re-appointment as Director, his tenure and terms as Managing Director shall remain unchanged and continue for the balance period of his existing term.

b) The term of Mr. Subir Malhotra (DIN:05190208), Whole time Director, will expire on October 31, 2026. Being eligible, he has offered himself for re-appointment. The Board, on the recommendation of the NRC, has approved his re- appointment as Whole Time Director for a further period of five years with effect from November 30, 2026, subject to approval of the shareholders at the ensuing AGM.

A brief profile of above Directors, including their area of expertise, relationships between Directors inter-se, details of directorships and committee positions held in other companies, and their shareholding in the Company, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, is provided as an Annexure to the Notice of the 14 th AGM which forming part of this Report.

Changes in Board Composition during the FY26

a) Mr. Chilakamarri Lakshmi Narasimha Charyulu (DIN: 09376516) was appointed as an Independent Director by the Board for a term of three years from March 25, 2026 to March 24, 2029. Further, his appointment was approved by the shareholders through Postal Ballot on April 26, 2026.

b) Mr. Arun Karambelkar (DIN: 02151606) ceased to be an Independent Director due to his demise w.e.f. November 02, 2025.

In the opinion of the Board, all Directors, including those proposed for re-appointment, possess the required qualifications, experience, expertise, and proficiency, and uphold the highest standards of integrity.

In terms of Section 203 of the Act, the Key Managerial Personnel KMPs (other than Directors) of the Company as on the date of this Report are:

- Mr. Rajesh Das, Chief Financial Officer

- Mr. Rahul Kapur, Company Secretary

There has been no change in the composition of KMPs during the year under review and up to the date of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Board has taken note of below mentioned declarations received from all Independent Directors, confirming that:

1. They meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

2. In terms of Regulation 25(8) of SEBI Listing Regulations, they are not aware of any circumstances that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence.

3. They have complied with the Companys Code of Conduct.

4. They are registered on the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs.

5. They are not debarred from holding the office of director by any order of SEBI or any other regulatory authority.

Based on the declarations received from all Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as prescribed under the Act and SEBI Listing Regulations.

DECLARATION BY SENIOR MANAGEMENT PERSONNEL (SMPs)

SMPs and all Directors have submitted their disclosure under regulation 26(3) of SEBI Listing Regulation, affirming compliance with code of conduct for Directors and SMPs.

Further, details of SMPs are also given in corporate governance report forming part of this Annual report.

NOMINATION AND REMUNERATION POLICY AND BOARD DIVERSITY

The Company recognizes the importance of a diverse Board for effective and balanced decision-making. The Board comprises individuals from varied backgrounds, including Women Directors.

In compliance with Section 178 of the Act and the SEBI Listing Regulations, the Company has adopted:

- a Nomination and Remuneration Policy, which lays down the criteria for appointment of Directors, Key Managerial Personnel (KMP) and Senior Management, and the framework for their remuneration; and

- a Policy on Board Diversity, which sets out the parameters for achieving diversity on the Board.

- The aforesaid policies are available on the Companys website at:

- Nomination and Remuneration Policy: https://capacite.in/wp- content/uploads/2026/04/Nomination-and-Remuneration- Policy-25.03.2026.pdf

- Policy on Board Diversity: https://capacite.in/wp-content/ uploads/2025/06/10.-Policy-on-Board-Diversity.pdf

Further, details on the composition of the Board and diversity aspects are provided in the Corporate Governance Report on page no. 82 to 84.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES, CHAIRMAN AND DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the annual performance evaluation of the Board, its Committees, the Chairman and individual Directors was carried out during the financial year. The Board noted the outcome of the evaluation and expressed satisfaction with the overall effectiveness of its functioning.

A detailed disclosure on the performance evaluation is provided in the Corporate Governance section on this Annual Report on page no. 94.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

In accordance with the requirements of the SEBI Listing Regulations, the Company has in place a familiarisation programme for its Independent Directors to enable them to

understand the Companys business model, operations, industry and regulatory environment and to effectively discharge their roles, rights and responsibilities.

The details of the familiarisation programme, including programmes conducted during the year, are available on the Companys website at: https://capacite.in/wp-content/ uploads/2026/04/Familiarization-Programme-of-Independent- Director.pdf

Further details are provided in the Corporate Governance Report forming part of the Annual Report on page no. 88.

BOARD COMMITTEES AND MEETINGS

In line with statutory requirements and best practices, the Company has constituted the following Board Committees:

- Audit Committee

- Nomination & Remuneration Committee

- Risk Management Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

Additionally, the Company has constituted Finance and Operation Committee for financial and day to day operations.

During the year under review, all recommendations made by the Committees were accepted by the Board.

The Board met five (5) times during the FY26. Details regarding the composition of the Board and its Committees, charters, terms of reference, number of meetings held, and Directors attendance are provided in the Corporate Governance Report, forming part of this Annual Report on page no. 85 to 102.

COMPLIANCE OF SECRETARIAL STANDARDS

During the FY26, The Company has complied with the applicable provisions of the Secretarial Standards (SS-1 and SS- 2) concerning Meetings of the Board of Directors and General Meetings, as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs under Section 118 of the Act.

AUDITORS AND AUDITORS REPORT Appointment of Statutory Auditors

M/s. M S K A & Associates LLP, Chartered Accountants (ICAI Firm Registration Number: 105047W), were appointed as the Statutory Auditors of the Company at the 13 th Annual General Meeting (AGM) to hold office for a term of five consecutive years until the conclusion of the 18 th Annual General Meeting of the Company.

The Statutory Auditors continue to satisfy the independence criteria as required under the Act and the Code of Ethics issued by the Institute of Chartered Accountants of India.

The Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the FY26 forms part of this Annual Report. The qualification provided in the report is explained in the Statement of Impact of Qualification, which forms part of this Report as Annexure IV .

During the year under review, the Statutory Auditors have not reported any instances of fraud by the Company or on the Company by its officers or employees under Section 143(12) of the Act. Accordingly, no disclosures are required to be made under Section 134(3)(ca) of the said Act.

Internal Audit

M/s. S Dayma & Co., Chartered Accountants, the Internal Auditors of the Company, conducted the internal audit for the first Quarter ended June 30, 2025. Subsequently, pursuant to the approval of the Board, M/s. Ernst & Young LLP, Chartered Accountants, were appointed as the Internal Auditors of the Company to undertake the internal audit for the period commencing from July 01, 2025 to March 31, 2026.

The findings and observations of the Internal Auditors were regularly reviewed and discussed during the meetings of the Audit Committee. Based on these discussions, appropriate actions and corrective measures have been initiated and implemented by the management to address the recommendations and suggestions made by the Internal Auditors.

Cost Records and Cost Auditors

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

On the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Y. R. Doshi & Associates, Cost Accountants, as the Cost Auditors of the Company for the FY27.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, the Board recommends the same for ratification by the members at the ensuing 14 th Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Company has appointed M/s. Shreyans Jain & Co., Practising Company Secretaries (Membership No. 8591, C.P. No. 9801), as the Secretarial Auditor of the Company for the period of 5 Years i.e. From April 01, 2025 to March 31, 2030.

The Secretarial Audit Report for the FY 2026 is annexed to this Report as Annexure V . The Report does not contain any qualification, reservation or adverse remark.

CREDIT RATINGS

During FY26, the Companys credit ratings for its long-term bank facilities and Non-Convertible Debentures were upgraded to IVR BBB/Stable, and for short-term bank facilities to IVR A3+. Subsequent to the close of the FY 2026, Infomerics Valuation and Rating Limited upgraded the Companys credit ratings to IVR BBB+/Stable (Long-term Bank Facilities) and IVR A2 (Shortterm Bank Facilities) on May 12, 2026, which were thereafter reaffirmed on May 19, 2026.

Detailed disclosures in this regard are provided in the Corporate Governance Report forming part of this Annual Report on page no 106 and are also available on the Companys website at:

https://capacite.in/corporate-announcement/

DEPOSITS

The Company has not accepted any deposits from the public or otherwise during the FY26. Accordingly, there is no outstanding amount of principal or interest as on the date of the Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of the FY26 and the date of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) of the Company for FY 2026 forms part of this Annual Report.

The Company has adopted a structured and technology- enabled approach for preparation of the BRSR through an online reporting platform, enabling efficient data management, improved accuracy, and alignment with applicable regulatory and sustainability reporting frameworks.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has:

a) constituted a Corporate Social Responsibility (CSR) Committee, the composition and terms of reference of which are disclosed in the Corporate Governance Report forming part of this Annual Report;

b) formulated a CSR Policy, which is available on the Companys website at:

https://capacite.in/wp-content/uploads/2025/06/8.- Corporate-Social-Responsibility-Policy.pdf ; and

c) spent the requisite amount towards CSR for FY26, being at least 2% of the average net profits of the preceding three financial years, on activities in areas such as education, healthcare, women empowerment, and community development, through the Company and/or implementing agencies.

Details of CSR activities undertaken during the year are provided in the Annual Report on CSR, forming part of this Report as Annexure II .

CORPORATE GOVERNANCE REPORT

A detailed Report on Corporate Governance, in compliance with Regulation 34 of SEBI Listing Regulations, forms part of this Annual Report.

A certificate from M/s. Shreyans Jain & Co., Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI Listing Regulations for FY26, is annexed to Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review forms part of this Annual Report.

RISK MANAGEMENT

In accordance with the provisions of Regulation 21 read with Part D of Schedule II of SEBI Listing Regulations and other applicable provisions of the Act, the Board has constituted a Risk Management Committee and adopted a comprehensive Risk Management Policy.

The Risk Management Policy establishes a structured framework for identification, assessment, mitigation, and monitoring of risks across the organization, supported by a defined governance structure comprising the Board, Risk Management Committee, and functional heads.

The Company has in place robust internal control systems that are commensurate with the nature, scale, and complexity of its business operations. These controls are designed to ensure orderly and efficient conduct of business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The effectiveness of the internal control systems is periodically tested and certified by both Statutory Auditors and Internal Auditors, covering all offices and sites, and key business

processes. Significant audit findings and recommendations, along with the status of their implementation, are reviewed by the Audit Committee of the Board.

The Company has implemented an enterprise-wide risk management framework, which includes maintenance of a Risk Register, periodic risk reviews, and clearly defined risk mitigation strategies such as risk avoidance, reduction, transfer, retention, and sharing.

The framework covers key risk areas including project execution risks, financial and liquidity risks, regulatory and compliance risks, environmental and ESG risks, technological and cyber security risks, and other industry-specific risks, which are periodically reviewed to ensure alignment with the Companys strategic objectives and evolving business environment.

The terms of reference and composition of the Risk Management Committee, along with details of meetings held and attendance of members, are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Risk Management Policy is available on the website of the Company and can be accessed at:

https://capacite.in/wp-content/uploads/2026/05/Risk-

Management-Policy-25.03.2026.pdf

INTERNAL FINANCIAL CONTROLS

The Board of the Company has laid down Internal Financial Controls to be followed by the Company and confirms that such controls are adequate and operating effectively. The Risk Management framework recognises Internal Financial Controls as an integral part of its structure and has established policies and procedures to address financial reporting risks. These ensure the orderly and efficient conduct of business, adherence to Company policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

The details of internal financial control systems and their adequacy are included in Management Discussion and Analysis Report, which forms part of the Annual Report.

COMPLIANCE MANAGEMENT

The Company has established a comprehensive and structured compliance management framework to ensure adherence to applicable laws and regulations. The framework is supported by a detailed compliance universe mapped across functions, with clearly defined compliance owners and approvers responsible for timely execution, monitoring, and certification of compliances.

The Company follows a risk-based approach to compliance management, wherein critical and high-risk compliances are

subject to enhanced monitoring and review. A system-driven compliance calendar, periodic certifications from functional heads, and a defined escalation mechanism for non-compliances ensure effective oversight and timely corrective actions.

A consolidated compliance status report, including instances of non-compliance, if any, along with corrective and preventive actions, is placed before the Board/Audit Committee on a quarterly basis. The compliance framework is further integrated with internal audit and control processes to provide an additional layer of assurance.

To strengthen governance and enhance efficiency, the Company is in the process of implementing a technology- enabled compliance management system with features such as automated alerts, real-time tracking, audit trails, and centralized documentation, based on a comprehensive inventory of applicable laws.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence, and dedication demonstrated by its employees across all areas of its business. It considers its people to be its greatest asset and has therefore made concerted efforts towards talent management and succession planning. The Company continues to strengthen its performance management systems and learning frameworks, upported by robust training initiatives, to consistently nurture inspiring, capable, and credible leadership. In addition to sustained investment in skill and leadership development, the Company has also placed emphasis on employee engagement initiatives and programmes aimed at fostering a culture of innovation and collaboration at all levels of the organisation. These efforts are detailed separately under the respective Capitals in this Annual Report, and elaborated in the Management Discussion and Analysis Report, which forms an integral part of this Report. Employee relations across the organisation have remained cordial throughout the year.

OTHER STATUTORY DISCLOSURES VIGIL MECHANISM

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of the Act and SEBI Listing Regulations, to provide a structured and confidential mechanism for directors, employees, and other stakeholders to report genuine concerns regarding unethical behaviour, fraud, misuse of authority, or any actual or suspected violation of the Companys policies.

The Policy provides for a robust reporting and investigation framework, ensuring confidentiality of disclosures, proper evaluation of concerns, and timely resolution of complaints. It also ensures adequate safeguards against victimization of

whistle blowers and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Company affirms that no person has been denied access to the Audit Committee.

The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at:

https://capacite.in/wp-content/uploads/2025/06/9.-Vigil-

Mechanism-Policy.pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace and has constituted an Internal Complaints Committee (ICC) for redressal of complaints.

A detailed disclosure in this regard, including details of complaints, is provided in the Corporate Governance Report, which forms part of this Annual Report.

ANNUAL RETURN

In compliance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company for FY 2026 is available on the website of the Company at https://capacite.in/ wp-content/uploads/2026/07/Annual-Return.pdf .

The Annual Return will be filed with the Registrar of Companies within the prescribed timelines under the Act.

PARTICULARS OF LOAN AND INVESTMENTS

Details of investments, loans, and guarantees, if any are disclosed in the standalone financial statements included in this Annual Report.

The Company operates in the infrastructure sector, and accordingly, its activities fall within the scope of infrastructure facilities as defined under Section 186 read with Schedule VI of the Companies Act, 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arms length basis and were not prejudicial to the interest of the Company or its minority shareholders.

The details of material Related Party Transactions, as required under Section 134(3)(h) of the Companies Act, 2013, are provided in Form AOC-2, which forms part of this Report as Annexure I.

A detailed disclosure on Related Party Transactions, including the policy on dealing with such transactions, is provided in the Corporate Governance Report, which forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A note on Energy conservation, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure-VI.

PARTICULARS OF EMPLOYEES

The statement disclosing remuneration under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) is appended as Annexure-III to this Report.

The information as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the said Rules is provided in a separate annexure forming part of this Report. However, the Annual Report is being sent to the Members of the Company excluding this annexure. In terms of Section 136 of the Act, the annexure is available for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the annexure may write to the Company Secretary of the Company.

SIGNIFICANT AND MATERIAL ORDERS

During the FY26, there were no significant and material orders passed by the regulators, courts, or tribunals impacting the going concern status and the Companys operations in the future.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on March 31, 2026.

Statement of Deviation or Variation in Utilization of Proceeds

During the financial year, no funds were raised through preferential allotment or Qualified Institutions Placement (QIP).

General

No disclosure or reporting is made in respect of the following items, as there were no transactions during the FY26:

- No instance of one-time settlement with any bank or financial institution;

- No revisions were made to the financial statements or the Boards Report.

- The Chairman & Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries during FY26. Additionally, no other whole-time director was appointed or held office in the Company during this period.

- There was no instance where the Company failed to implement any corporate action within the prescribed statutory timelines.

Directors Responsibility Statement

Pursuant to Section 134 of the Act, the Directors of the Company, to the best of their knowledge and belief confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanations relating to any material departures;

b) The Directors have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent 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) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the year under review, on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and such controls are adequate and were operating effectively;

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

ACKNOWLEDGEMENT

The Board expresses its sincere gratitude for the support and cooperation extended by banks, government and regulatory authorities, stock exchanges, customers, vendors, and members during FY26.

The Board also acknowledges and appreciates the dedication and hard work of all employees of the Company and looks forward to their continued commitment and contribution towards sustaining the Companys growth in the years ahead.

For and on Behalf of the Board

	Rohit Katyal
	Executive Chairman
Date: May 20, 2026	DIN: 00252944