Cemantic Infra-Tech Ltd Directors Report

1. INTRODUCTION: Your Board of Directors (Board) have pleasure in presenting their Twenty Eighth (28th) Annual Report on the business and operations of the Company and the Audited Financial Statements and developments for the financial year ended on 31st March, 2026.

2. FINANCIAL SUMMARY:

During the year under review, financial performance of your company is as under:

(Amount In Lakhs)

Particulars	Year ended on 31.03.2026	Year ended on 31.03.2025
Revenue from operations	--	--
Other Income	0.30	0.27
Total Income	0.30	0.27
Less: Total Expenses	37.48	30.99
Profit / (Loss) before Taxation / Exceptional Item	(37.18)	(30.72)
Less: Exceptional Item	--	--
Profit / (Loss) after tax / after Exceptional Item	(37.18)	(30.72)
Profit / (Loss) C/F to the Next Year	(37.18)	(30.72)

3. BRIEF DESCRIPTION OF THE STATE OF COMPANYS AFFAIRS / PERFORMANCE:

The Company has not undertaken any construction activity during the Financial Year under review and has incurred loss of Rs (37.18) Lakhs as against loss of Rs. (30.72) Lakhs in previous financial year 2024-25.

The real estate sector is one of the most globally recognized sectors. Indias real estate sector is entering structural maturity, where technology is shaping execution certainty, transparency and capital efficiency. Despite prevailing global economic uncertainty, the Indian real estate sector has demonstrated sustained momentum over the past year, emerging as a key pillar of the nations economic revival. It comprises four sub-sectors - housing, retail, hospitality, and commercial. The growth of this sector is well complemented by the growth in the corporate environment and the demand for office space as well as urban and semi-urban accommodation.

While the sector is growing, it continues to face challenges like regulatory hurdles, rising construction costs, and liquidity issues, especially for smaller developers. While reforms like RERA and GST boost transparency, ongoing policy support and financing access are vital for long-term stability.

4. CHANGE IN NATURE OF BUSINESS: During the year under review, there was no change in the nature of the business of the Company.

5. DIVIDEND:

Due to losses, the Directors of the Company have not recommended any dividend for the current financial year.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

The provisions of Section 125 of the Companies Act, 2013 are not applicable for the Company as there was no dividend declared and paid in the previous financial years.

7. TRANSFER TO RESERVES:

For the FY 2025-26, the Company has transferred Rs. (37.18) Lakhs as loss, therefore as at 31st March 2026, the accumulated loss stands at Rs. (2,276.50) Lakhs.

8. SHARE CAPITAL:

The Share capital of your Company is Rs. 25,06,56,300/- divided into 2,50,65,630 Equity Shares of Rs. 10/- each with Voting Rights as at 31.03.2026.

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

b. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity shares during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

c. Issue of Equity Shares with Differential Voting Rights:

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

d. Issue of Employee Stock Option:

The Company has not issued any employee stock option during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.

9. PUBLIC DEPOSITS: There were no outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 at the end of the financial year. Your Company has not accepted any such deposits during the financial year 2025-26.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Board consists of Five Directors including Three Independent (Non-Executive Directors). The declaration from all the Independent Directors are being obtained both at the time of appointment and at the First Board meeting of each Financial Year.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. K. Vijaya Rani is liable to retire by rotation at the 28th Annual General Meeting and being eligible has offered herself for re-appointment. Her re-appointment is being placed for your approval at the Annual General Meeting. Your Directors recommend her re-appointment as the Non-Executive Director of your Company.

Mr. K. Saraswati Kumar (DIN: 02788086) the Independent Director of the Company has resigned from his office w.e.f. 05th August, 2026 and in his place to fill the casual vacancy, Mr. Velamala Jagdish (DIN: 00055303) was appointed as the Additional Independent Director by the Board w.e.f. 05.08.2026 for 5 consecutive years, subject to regularization by the shareholders of the Company.

Board Meetings:

During the year under review, the Board of Directors met Four (4) times and the dates of the Board Meetings are:

Sr. No.	Date of Board Meeting
1.	29-05-2025
2.	14-08-2025
3.	12-11-2025
4.	09-02-2026

The details of the Meetings of Board are covered in the Corporate Governance Report.

A. Key Managerial Personnel (KMPs):

In compliance with the requirements of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel of the Company:

1. Mr. Guduru Satyanarayana — Managing Director
2. Mr. Manne Rama Koteswara Rao — Chief Financial Officer
3. CS. Mrs. Deshna Jain — Company Secretary and Compliance Officer

B. Declaration by Independent Directors:

In accordance with Sub-section (7) of Section 149 of the Companies Act, 2013 (hereinafter called as "The Act"), the Independent Directors on your Board have given a Declaration that they meet the criteria of Independence as provided in sub section (6) of Section 149 of the Act. There has been no change in terms and conditions of appointment of Independent Directors; the Policy relating to their appointment is available on the website of the Company www.cemanticinfra.com

During the year under review, the separate meeting of Independent Directors of the Company without the presence of non-independent directors and members of the management and all the independent directors were present in the meeting held on 09th February, 2026 in Compliance with the Regulation 25 of SEBI (LODR) Regulation 2015 in which the following matters were considered:

i. Review of the performance of all the non-independent directors and the Board as a whole.
ii. Review of the performance of the Chairman of the Company, taking into accounts the views of Executive Directors and Non-Executive Directors; and
iii. Assessment of quality, quantity, and timeliness of flow of information among the Company, management, and the Board, which is necessary for the Board to perform their duties effectively and reasonably.

C. Board Evaluation:

The Board of Directors has carried out an Annual Evaluation of its own performance and has devised a Policy on Evaluation of performance of Board of Directors, Committees and Individual Directors, pursuant to the provisions of the Act, the Corporate Governance requirements and as prescribed by Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Extract of the Policy on Evaluation of Performance of the Board, its Committees and Directors, is available on the website of the Company www.cemanticinfra.com

D. Policy on directors appointment & remuneration and criteria for determining qualifications, positive attributes & Independence of a director:

Your Company has always considered sound advice from the Board and Senior Management as valuable assets of the Company. The Nomination & Remuneration Policy of the Company is designed to identify the persons for appointment as Director, and other Senior Management and to attract, motivate, improve productivity and retain manpower by creating a congenial work atmosphere, encouraging initiatives and teamwork by creating a sense of belonging and involvement, besides offering appropriate remuneration packages.

The objective of the Policy on Criteria for Determining Qualifications, Positive Attributes, and Independence of a Director is to determine the qualifications, positive attributes, and independence of a director.

The Nomination & Remuneration Policy as well as Criteria for Determining Qualifications, Positive Attributes and Independence of a Director are placed on the Companys website www.cemanticinfra.com.

11. ANNUAL RETURN:

The extracts of the Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Draft of Annual Return Form

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Act, your directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the Financial Year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 affairs of the Company as at 31st March 2026 and of the loss of the Company for that period;

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

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

f) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

13. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has Internal Financial Controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly and efficient conduct of the business, including adherence to the Companys policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information. The details in respect of Internal Financial Controls are included in the Management Discussion and Analysis Report, which forms part of the Annual Report.

14. AUDIT OF ACCOUNTS AND STATUTORY AUDITORS:

As per the provisions of Section 139 of the Companies Act, 2013, M/s. Suryanarayana & Suresh, Chartered Accountants (Firm Registration No. 0066315), were re-appointed as Statutory Auditors of the Company by the members / shareholders in the Annual General Meeting held on 28th September 2022 for 5 consecutive years, for issuing the Audit report on the financial position of the Company.

M/s. Suryanarayana & Suresh, Chartered Accountants (Firm Registration No 0066315), Statutory Auditors of the Company issued Auditors Report for the financial year ended 31st March, 2026 which is with unmodified opinion (unqualified).

The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2026 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013. The auditors report does not contain any qualifications, reservations, or adverse remarks.

15. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS. Ajay Suman Shrivastava, Practicing Company Secretary, Hyderabad, to conduct the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report issued by the Secretarial Auditor for the financial year 2025-26 in Form MR-3 as Annexure-1 forms a part of this Report.

16. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

18. INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

19. DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS, IF ANY:

During the year under review, there has been no one-time settlement of loans taken from banks and financial Institutions.

20. CREDIT RATING OF BORROWING:

Your Company is not required to obtain nor it has obtained any Credit Rating from ICRA or CRISIL-Credit Rating Agency.

21. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

During the year, NONE of the employees are drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. G. Satyanarayana, Managing Director of the Company to the median remuneration of the employees is Not Applicable since Managing Director is not paid any remuneration for the Financial Year 2025-26.

23. STATUS OF LITIGATIONS:

After the National Company Law Tribunal, Hyderabad Bench (NCLT) dismissed the petition filed under Section 213 by Company and under 241 and 242 of the Companies Act, 2013 by the Promoter Director on 15.06.2022, the petitioner i.e. the Promoter / Director has preferred / filed an appeal U/s 421(1) against order dt 15.06.2022 before National Company Law Appellate Tribunal at Chennai. The matter was listed on 20.04.2026, due to bench time over, the matter was deferred to 15.07.2026 and further to 01.09.2026.

An FIR has been registered by Mr. G. Satyanarayana in the capacity of Managing Director of Quantum Build-Tech Ltd (Now known as Cemantic Infra-Tech Ltd) vide FIR No.182 of 2020 U/s 420 IPC of CCS at Hyderabad against Accused Mr. Aveena Gudapati & other 7 Shareholders of Necx Pvt Ltd. During the course of Investigation, the case is finally referred as "Lack of Evidence" and filed final report vide SR No.3221 of 2021 dt 31.05.2021.

Further the complainant filed a Protest Petition vide Crl MP No.2307 of 2022, on the above Protest Petition in the Honble XII Addl Chief Metropolitan Magistrate Court, at Nampally made an Order on 21.10.2023 and issued a memo vide Dis No.2026/XII ACMM/HYD/2023 dt 17.11.2023 and directed the Investigating Agency to proceed further investigation in this case on proper lines and submit the report. In pursuance to the above orders, the Dy. Commissioner of Police, CCS, DD, Hyderabad entrusted the case for further investigation. As per the Investigation conducted so far the offence established against the accused Aveena Gudapati & other 7 Shareholders of M/s. Necx Pvt Ltd and as such a Charge Sheet has been filed on 27.07.2024 against the accused A1-A7 in XII Addl Chief Metropolitan Magistrate Court with case no. CC 8496 of 2024. After several adjournments, the matter was posted to 29.07.2026. On 29.07.2026 all accused were absent, PO is on transfer, hence posted to 15.09.2026.

Mr. Yelledi Srinivasa Rao, A2 in charge sheet has filed a Quash Petition before the Honble High Court for the State of Telangana with case no. CRLP 14451 of 2024 to Quash the charge sheet filed in XII ACMM Court vide case no. CC8496 of 2024. The matter in Honble High Court was posted to 20.08.2026, due to paucity of time.

Mr. Tadepalli Srinivasa Rao, A3 in charge sheet has filed a Quash Petition before the Honble High Court for the State of Telangana with case no. CRLP 13920 of 2024 to Quash the charge sheet filed in XII ACMM Court vide case no. CC8496 of 2024. The matter in Honble High Court was posted to 20.08.2026, due to paucity of time.

Mr. Aveena Gudapati, A1 in charge sheet has filed a Quash Petition before the Honble High Court for the State of Telangana with case no. CRLP 10264 of 2025 to Quash the charge sheet filed in XII ACMM Court vide case no. CC8496 of 2024. The matter in Honble High Court was posted to 20.08.2026, due to paucity of time.

Company has given a loan of Rs 2,00,00,000/- to Sri Sai Techno Fab @ an interest rate of 12% P.A. Company has filed a case U/s 138 of Negotiable Instruments Act for recovery of Rs 2,00,00,000/- due from Sri Sai Techno Fab vide case reference no. C.C. NI No.1290 of 2021 filed in the Court of VIII Metropolitan Magistrate Court at Hyderabad. The Petition was dismissed on 21.01.2025 and for defense arguments posted to 29.01.2025, in the mean time the accused Mr. K Phaneendra Kumar, Proprietor of Sri Sai Techno Fab filed Criminal Petition in Honble High Court for the State of Telangana vide CRLP No.1790 of 2025 dated 06.02.2025 to set aside the order dated 21.01.2025 in CC NI No. 1290 of 2021 on the file of VIII Judicial Magistrate. By allowing the petition, interim order granted on 02.05.2025 is extended till 23.06.2025. The Honble High Court for the State of Telangana in CRLP No.1790 of 2025 has pronounced Order on 16.07.2025 to set aside the Order of Ld. Magistrate dt 21.01.2025 in C.C. NI No.1290 of 2021 by dismissing the petition filed by the accused. The Petitioner filed Special Leave Petition before Supreme Court of India on 16.08.2025 on the impugned final order passed by the High Court for the State of Telangana at Hyderabad on 16.07.2025 in CRLP No.1790 of 2025. This matter was called for hearing on 02.09.2025 and pronounced that, they are not satisfied that it is a fit case to exercise their discretion under Article 136 of the Constitution of India, hence the present petition is accordingly dismissed. VIII MM Court on 11.03.2026 directed to address a letter to bank manager on payment of process, hence posted the matter to 10.04.2026, since then the matter posted several times on several dates and now posted to 11.09.2026.

Company has given a loan of Rs 1,00,00,000/- to P R Consultancy @ an interest rate of 12% P.A. Company has filed a case U/s 138 of Negotiable Instruments Act for recovery of Rs 1,00,00,000/- due from P R Consultancy vide case reference no. C.C.NI.No.1283 of 2021 filed In the Court of VIII Metropolitan Magistrate Court at Hyderabad. The Petition was dismissed on 21.01.2025 and for defence arguments posted to 29.01.2025, in the mean time the accused Mr. P.Krishna Prasad, Proprietor of P R Consultancy filed a Petition in Honble High Court for the State of Telangana vide CRLP No.1789 of 2025 dated 06.02.2025 to set aside the order dated 21.01.2025 in C.C. NI No. 1283 of 2021 on the file of VIII Judicial Magistrate by allowing the petition in the interest of Justice, interim order granted on 02.05.2025 is extended till 23.06.2025, VIII MM Court for arguments posted the matter to 16.06.2025. The Honble High Court for the State of Telangana in CRLP No 1789 of 2025 has pronounced Order dt 16.07.2025 to set aside the Order of Ld.Magistrate dt 21.01.2025 in C.C. NI.No. 1283 of 2021. VIII MM Court for arguments posted the matter to 25.05.2026. For arguments on accused side conditionally posted to 04.06.2026, heard accused arguments on 08.06.2026 and posted for Judgement on 01.07.2026. As Judgement not ready, hence posted for Judgement on 29.07.2026

JUDGEMENT GIVEN ON 29.07.2026 - NATURE OF DISPOSAL "CONVICTED"

Both parties present. In the result, the accused is found guilty for an offence U/Sec. 200 of 138 of NI Act. Therefore, accused is convicted for the said offence under Sec. 255(2) of Cr.P.C. Accordingly, the accused is sentenced to pay fine of Rs.1,30,00,500/- (Rupees One crore thirty Lakhs Five hundred only) and in default of payment of such amount accused is sentenced to undergo Simple imprisonment for a period of Four months. Out of said fine amount a sum of 1,30,00,000/- (Rupees One crore thirty Lakhs only) shall be payable as compensation to the complainant under section 357(10)(b) Cr.P.C and balance of Rs.500/- (Rupees Five hundred Only) shall go to state. The period of detention, if any, undergone by the accused during trial shall be set off under Section 428 Cr.P.C. Accused is informed about the right of filing appeal against the judgment within the limitation period of law. A free copy of Judgment shall be given to the accused as per Sec.363 of Cr.P.C R/w. Rule 73 of Criminal Rules of Practice free of cost.

Your company has received GST Order dated 18.04.2024 for the financial year 2018-19 to pay an amount of Rs 23,10,501/- on account of disallowance of Input Tax Credit. Company filed an appeal on 15.07.2024 against the Order dt 18.04.2024 before The Appellate Joint Commissioner (ST) Secundarabad Division. Upon submission of all the relevant required documents the Office of the Appellate Joint Commissioner of (ST) Secundarabad Division has issued an Order dated 21.11.2024 by allowing Input Tax Credit of Rs 22,78,676/- and directed to pay the balance amount of Rs 31,824/- due to mismatch in Input Tax Credit. Your company has adjusted the same from the excess input credit amount during the year 2025-26.

The Members are also informed about the legal matter running before SAT against the SOP fines imposed on the Company and Re-classification Application rejected by the exchange. Further about the status of the case and that the matter is heard before SAT several times, the decision is still pending, and the matter was posted to 07th October, 2026.

24. THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has placed an Anti-Sexual Harassment policy in line with the requirement of the Sexual harassment of Woman at Workplace (Prevention, prohibition and redressal) Act, 2013. There have been NIL complaints of such nature during the period under review.

25. MATERNITY BENEFIT UNDER MATERNITY BENEFIT ACT 1961:

During the year under review, one of the KMP was on Maternity Leave for one Month, apart from her no women employees who were on maternity leave or eligible for maternity benefits under the Maternity Benefit Act, 1961. As on the reporting date, the Company had only one women employee availing or eligible for maternity-related benefits. So, the Company remains fully compliant with all applicable provisions of the Act and is committed to supporting women employees through appropriate workplace policies and benefits as and when applicable.

26. RISK MANAGEMENT:

Risk mitigation continues to be a key area of concern for the Company, which has regularly invested in insuring itself against unforeseen risks. The Companys stocks and insurable assets like furniture & fixtures, vehicles etc have been adequately insured against major risks.

The Board of directors of the Company has also formulated Risk Management Policy in place in accordance with the Act. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

In the opinion of the Board, following are risks involved in the industry:

a. High Interest rate.
b. Fluctuation in prices of building materials.
c. Competitive Risk due to entry of many players in local market.
d. Operational Risk of market saturation.
e. Stringent regulatory framework.
f. Slow Disbursement of approvals.

27. ESTABLISHMENT OF VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the website of the Company www.cecmanticinfra.com

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company in its ordinary course of business has entered Contract/Arrangement and paid / provisioned rent of premises amounting to Rs. 30,000/- (Rupees Thirty Thousand only) to the Director during the financial year 2025-26. The transaction is on Arms Length basis. In pursuant to Sec. 188(1) of the Companies Act, 2013, Form AOC-2 is annexed herewith as Annexure - III.

29. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES.

The Company has not given any loan to any person except the loans referred in Point No. 23 above or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate during the financial year under review.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, the Companys performance does not attract the provisions set out under Section 135 of the Companies Act, 2013 read with rules made thereunder. Hence, the compliances to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable.

31. CORPORATE GOVERNANCE:

Corporate Governance encompasses a set of systems and practices to ensure that the Companys affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the Company.

The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors. The said Code of Conduct is available on Companys Website, www.cementicinfra.com

A report on Corporate Governance pursuant to Regulation 34 (3) of the SEBI Listing regulations, covering amongst other details of Meetings of the Board and Committees along with a Certificate for compliance with the Corporate Governance requirements of Regulations 17 to 27 read with Schedule V and clauses (b) to (i) of Regulation 46(2) of SEBI (LODR) Regulations, 2015, as applicable, with regard to Corporate Governance, issued by CS. Ajay Suman Shrivastava, a Practicing Company Secretary, forms part of the Annual Report.

32. SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively and the Company has complied with all applicable Secretarial Standards during the year under review.

33. BOARD COMMITTEES:

At present, the Board has constituted Three Committees, namely:

• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee

Re-constitution of Committees w.e.f. 5th August 2026

Consequent to a change in the composition of Independent Directors, with one new Independent Director inducted on to the Board to meet the requisite regulatory requirements, the constitution of the various Committees of the Board was accordingly re-constituted with effect from 5th August 2026.

The Committees of the Board convene at regular intervals and possess the requisite domain expertise to address and resolve matters expeditiously. Details of the re-constitution and meetings of the Committees are set out in the Corporate Governance Report annexed as Annexure VI to this Report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, prepared in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provides an overview of the Companys affairs, its legal status and corporate autonomy, the business environment in which it operates, its mission and objectives, sectoral and segment-wise operational performance, key strengths, opportunities, and constraints, business strategy, risks and concerns, as well as its human resources and internal control systems. The said Report is annexed as Annexure V for the information of the Members.

35. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted Nomination and Remuneration Committee of Directors in accordance with the requirements of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015. The details are given in the Corporate Governance report attached hereto.

36. SUBSIDIARY, HOLDING, ASSOCIATE COMPANIES AND JOINT VENTURES:

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company as on date.

37. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no significant material changes affecting the financial position of the Company except for the chances of recovery of the loaned amount through the Court process as per Judgement dated 29.07.2026. Pronounced by VIII MM Court in Case No : CC.NI 1283 of 2021, which is likely to lead to receipt of funds for the company.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

CONSERVATION OF ENERGY:

S.No. Particulars	Details
1. The steps taken or impact on 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.
2. The steps taken by the company for utilizing alternate sources of energy.	—
3. The capital investment on energy conservation equipments.	—

TECHNOLOGY ABSORPTION:

S.No. Particulars	Details
1. The efforts made towards technology absorption.	Since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.
2. The benefits derived like product improvement, cost reduction, product development or import substitution.	—
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) — the details of technology imported, the year of import, whether the technology been fully absorbed, if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.	—
4. The expenditure incurred on Research and Development.	NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars of foreign currency earnings and outgo during the financial year are NIL.

39. PREVENTION OF INSIDER TRADING:

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliance. The copy of the same is available on the website of the Company at www.cemanticinfra.com

40. CODE OF CONDUCT:

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has framed and adopted a Code of Conduct. The Code is applicable to the members of the Board, the executive officers, the members of the management one level below the executive directors, including all functional heads of the Company. The Code is available on the website of the Company www.cemanticinfra.com. All members of the Board, the executive officers and senior financial officers have affirmed compliance to the Code as on March 31, 2026.

41. CEO & CFO CERTIFICATION:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the Annual Report.

42. LISTING:

The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). The Company has duly complied with all the requirements of concerned Stock Exchange in accordance with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. There have been some instances of delay in compliance as reported elsewhere in the Annual Report.

43. ACKNOWLEDGEMENTS & APPRECIATION:

Your Directors wish to place on record their appreciation and sincere thanks to all government agencies, banks, shareholders, vendors and other related organizations, who through their continued support and co-operation, have helped, as partners, in your Companys progress. Your Directors also acknowledge the hard work, dedication and commitment of the employees.

For and on behalf of the Board

Date: 05.08.2026

Place: Hyderabad

Guduru Satyanarayana

Managing Director

DIN: 0205710

Snehith Muppuri

Director

DIN: 08977670