Coromandel Engineering Company Ltd Directors Report

Dear Members,

Your Directors present the 77^th Annual Report and the audited financial statements for the financial year ended 31^st March 2025.

The financial performance of the Company for the financial year ended 31^st March 2025 is summarized below:

FINANCIAL RESULTS:

(Rs in Lakhs)

Particulars	2024-25	2023-24
Gross Income	3130.77	9667.78
Profit / Loss before interest and Depreciation	312.1	80.10
Finance Charges	299.07	301.83
Gross Profit / (Loss)	13.03	(221.73)
Depreciation and Amortization expenses	108.99	161.37
Profit/(loss) after exceptional item and before tax	(95.98)	(361.89)
Provision for Tax	(137.46)	77.85
Net Profit/ (loss) after tax	41.49	(439.73)
Other Comprehensive Income /(Loss)	236.22	-
Total Comprehensive Income	277.71	(439.73)
Earnings per share	0.12	(1.32)

OPERATIONS AND PERFORMANCE

During the year under review, your Company recorded a turnover of 3,128.89 Lakhs, representing a 67% decline compared to the previous year. Despite the reduced revenue, the Company reported a Net Profit After Tax of 41.49 Lakhs, a significant turnaround from the Net Loss of 439.73 Lakhs in the previous year.

This improvement in profitability is attributed to the implementation of robust systems, regular review mechanisms, and enhanced planning and execution strategies. The Companys order book remains at a healthy level, providing a solid foundation for future growth.

There has also been notable progress in the timely collection of receivables from ongoing projects, contributing to improved cash flow. Additionally, prudent financial management helped keep finance costs under control.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business during the financial year under review, and the Company continues to operate in the field of construction activities.

In line with the companys long-term growth strategy and after receiving approval via postal ballot, we are pleased to announce the expansion of our business into additional sector. This diversification aims to enhance our overall business activities, drive greater revenue potential, and reduce exposure to sector-specific risks.

While we are entering new sectors, it is important to emphasize that our core business—Engineering, Procurement, and Construction will remain the foundation of our operations. The diversification will serve to complement and strengthen our existing business, rather than divert focus or resources from it. We remain fully committed to

maintaining our leadership and excellence within the construction industry, while the new ventures will contribute to the broader strategic vision of the company.

We believe this step will provide a balanced approach to growth, positioning us for sustainable success in the coming year

DIVIDEND AND GENERAL RESERVE

Your Directors has not recommended any dividend for the financial year ended 31^st March 2025. The Company has not transferred any amount to the general reserve.

SHARE CAPITAL

As on 31^st March 2025, under review, your company has

> authorized Share Capital of 7200 Lakhs

• 4,00,00,000 equity shares having face value of 10 each amounting to 4000 Lakhs

• 32,00,000 Preference shares having face value of 100 each amounting to 3,200 Lakhs

> Paid-up capital of 3323.36 Lakhs.

During the year under review, your Company obtained approval from the members through a postal ballot notice dated 22^nd February 2025 for the issuance of 67,22,722 equity shares to promoters and non-promoters on a preferential basis, at a price of 40.05 (Rupees Forty and Five Paise only) per share, comprising a face value of 10/- and a premium of 30.05 per share.

Subsequently, the Company allotted 16,49,840 equity shares on 8th May 2025.

Following this allotment, the paid-up equity share capital increased to 3,48,83,438 equity shares, amounting to 34,88,34,380/- (Rupees Thirty-Four Crores Eighty-Eight Lakhs Thirty-Four Thousand Three Hundred and Eighty only).

DETAILS OF DEPOSITS

The Company has not accepted any Deposits covered under Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the financial year ended 31^st March 2025 there was no alteration of MOA / AOA. However, the Board of Directors, at their meeting held on 20^th May 2025, recommended the following alterations to the Memorandum of Association of the Company, subject to the approval of the members:

• Subdivision of unissued preference shares of the Company;

• Reclassification of the authorised share capital of the Company; and

• Adoption of a new set of the Memorandum of Association in line with the applicable provisions.

Pursuant to the said recommendation, the members approved the aforementioned items through postal ballot on 25^th July 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has neither extended any loans, guarantees nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT AND OVERSIGHT

With a strategic focus on integrating risk management into the Companys overall strategic and operational framework, the Board of Directors has established a robust mechanism for regular review and monitoring of key business risks. This process, implemented in close coordination with the management team, ensures that potential risks are proactively identified, assessed, and mitigated through appropriate control measures.

The Board engages in periodic discussions with the management to stay informed on emerging risks and the effectiveness of mitigation strategies, thereby enabling comprehensive risk oversight at the Board level.

In addition to operational controls, the Board has instituted comprehensive standards, processes, and frameworks to establish and maintain effective Internal Financial Controls (IFC), ensuring the Companys financial operations are conducted responsibly and with due diligence.

These controls are subject to continuous monitoring, regular management reviews, and self-assessment to ensure their effectiveness. The internal control framework is aligned with the Companys business objectives and is periodically reviewed and approved by the Audit Committee.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In addition to operational controls, the Board has instituted comprehensive standards, processes, and frameworks to establish and maintain effective Internal Financial Controls (IFC), ensuring the Companys financial operations are conducted responsibly and with due diligence.

These controls are subject to continuous monitoring, regular management reviews, and self-assessment to ensure their effectiveness. The internal control framework is aligned with the Companys business objectives and is periodically reviewed and approved by the Audit Committee.

The Audit Committee actively monitors the adequacy and performance of these controls. Significant observations are followed up, and necessary actions are taken and reported to the Committee for oversight.

The Company has adequate Internal Financial Controls in place with reference to its Financial Statements, ensuring compliance with applicable.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31^st March 2025, the Board of Directors of the Company comprised Six Directors, consisting of one Executive Director, two Non-Executive Directors and three Independent Directors and, as tabled below:

Mr. G V Manimaran	Chairman & Managing Director
Mr. Baskaran	Non-Executive - Non- Independent
Dr. Ennarasu Karunesan	Non-Executive - Non- Independent
M R S Isabella	Non-Executive -Independent
Mr. Nallusamy Elangovan	Non-Executive -Independent
Dr. Ravi Muthusamy	Non-Executive -Independent

During the year under review, there are significant changes in the composition of board of directors which is given in the corporate governance report attached with the Annual report.

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed there under Dr. Ennarasu Karunesan, Non-Executive Director (DIN 00200432), of the Company is liable to retire by rotation, at the 77^th Annual General Meeting and being eligible offers himself for reappointment.

The resolution seeking members approval for the re-appointment of Dr. Ennarasu Karunesan as a Director of the Company is included in the Notice convening the 77^th Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience, and they fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

The details of program for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are uploaded on the website of the Company at the link https://coromandelengg.com/ policies .

The Board of Directors has carried out an annual evaluation of its own performance, working of its Committees and Individual Directors of the Company pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI (LODR) Regulations. The performance was evaluated by the Board after seeking input from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Independent Directors of the Company had a separate meeting during the financial year without the attendance of

non-independent Director at its meeting held on 26^th March 2025, the performance of the NonIndependent Directors, the Board as a whole was evaluated, taking into account the views of Directors

During the year under review, the following changes took place in the office of Key Managerial Personnel:

• Mr Sabaretnam Singaram, Managing Director, resigned from his position with effect from 25^th October 2024. The Board appointed Mr G V Manimaran as Chairman and Managing Director withy effect from 12^th November 2024

• Mr. Ravichandran Perumal, Chief Financial Officer, resigned from his position with effect from 15^th November 2024. The Board appointed Mr. AK Babu Ismath Razack to the position with effect from 14^th December 2024.

• Ms. M Akila, Company Secretary and Compliance Officer, resigned with effect from 31^st May 2024. She was replaced by Mr. Anto Abhinash, who assumed charge on 1st June 2024 in the same position.

• Following the resignation of Mr. Anto Abhinash from the position of Company Secretary and Compliance Officer with effect from 31st October 2024, the Company appointed Ms. Sneha Jain to the role with effect from 31st January 2025.

MEETINGS OF THE BOARD

During the financial year ended 31^st March 2025, 6 (Six) Board Meetings were held. Details of the meetings held, and attendance of each Director are given in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and ability confirm as under:

(a) in the preparation of the annual Financial Statements, the applicable accounting standards have been followed, and no material departures have been made from the same.

(b) The accounting policies mentioned in Note No. 3 of the Financial Statements have been selected and applied 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 2025 and of the profit of the company.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts of the company have been prepared on a going concern basis.

(e) the internal financial controls to be followed by the company have been laid down and that such internal financial controls are adequate and operating effectively;

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

AUDIT COMMITTEE

Your Company has an Audit Committee pursuant to the requirements of the Act read with Rules framed thereunder and SEBI (LODR) Regulations, 2015. The details relating to the same are given in the report on Corporate Governance forming part of this Report. During FY 2024-25, the recommendations of Audit Committee were duly accepted by the Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Throughout the year, all contracts, arrangements, or transactions involving related parties adhered to the stipulations outlined in the Companies Act, 2013 and its associated regulations. Additionally, the Company takes necessary action and ensures compliance for any contracts, arrangements, or transactions with related parties that meet the criteria for materiality, in accordance with the Companys policy on related party transactions and the applicable Section and Regulation. Furthermore, the details such transactions that

necessitated reporting in Form No. AOC-2, as per Section 134(3)(h) in conjunction with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 forms part of the Boards report. All the transactions that were conducted by Company with its related parties during the financial year under review were at arms length basis.

The Policy on Related Party Transactions, as approved by the Board, is available on the Companys website at https://coromandelengg. com/policies .

The details of all the transactions with Related Parties are provided in the accompanying financial statements.

VIGIL MECHANISM

In accordance with Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has formulated a Vigil Mechanism and has a whistle blower policy in place to address genuine concerns or grievances, if any, of the directors, vendors and employees. The whistle blower policy is available on the website of the Company at https://coromandelengg.com/policies

PREVENTION OF INSIDER TRADING

Your Company has adopted a code of conduct for prevention of "Insider Trading" as mandated by the SEBI and same is available on the website of the Company: https://coromandelengg.com/policies.

Your Companys Audit Committee monitors implementation of said Policy.

NOMINATION AND REMUNERATION COMMITTEE

The Company has in place a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 19 of the SEBI (LODR) Regulations. The details relating to the Committee are given in the report on corporate governance forming part of this report.

The Board has accepted the recommendations of the Nomination and Remuneration Committee and there were no incidences of deviation from such recommendations during the financial year under review.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has in place a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the rules made there under and Regulation 20 of the SEBI (LODR) Regulations. The details relating to the Committee are given in the report on corporate governance forming part of this report.

TECHNICAL COMMITTEE

The Board of Directors, recognizing the importance of focused sight on technical matters, has constituted a Technical Committee comprising Directors of the Company. The formation of this Committee is in accordance with the provisions of the Companies Act, 2013, and the SEBI (LODR) Regulations. The details relating to the Committee are given in the report on corporate governance forming part of this report.

REMUNERATION POLICY

In line with the recommendations of the Nomination and Remuneration Committee, the Board of Directors has adopted a comprehensive policy for the selection, appointment, and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management, and other employees.

This policy is designed in accordance with the provisions of Section 178 of the Companies Act, 2013, and Regulation 19 along with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Its core objective is to ensure that the remuneration structure is reasonable, competitive, and aligned with the companys performance. It aims to attract, retain, and motivate highly competent individuals while striking a balance between short-term and long-term goals to drive sustainable growth.

The policy is available for reference on the companys official website at the following link: https://coromandelengg.com/policies.

CORPORATE SOCIAL RESPONSIBILITY

The requirements for forming a CSR Committee and spending on CSR under Section 135 of the

Companies Act, 2013, do not apply to the Company for the Financial Year 2024-25.

AUDIT

STATUTORY AUDIT

M/s. CNGSN & Associates LLP, Chartered

Accountants, (FRN. 004915S/S200036) Chennai were appointed as Statutory Auditors of the Company at the 74^th Annual General Meeting of the Company held on 3^rd August 2022, to hold office for a term of 5 consecutive years until the conclusion of 79^th Annual General Meeting of the Company.

M/s. CNGSN & Associates LLP, Chartered

Accountants, has furnished a certificate of their eligibility and consent under section 139 and 141 of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the company for the Financial Year 2025-26. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Independent Auditors Report(s) to the Members of the Company in respect of the Financial Statements for the Financial Year ended 31^st March 2025 form part of this Annual Report and contains no qualification or adverse remarks or disclaimer with regard to the financial statements for the year ended 31^st March 2025.

STATUTORY AUDITORS - EMPHASIS OF MATTER:

The Statutory Auditors of the Company have included an Emphasis of Matter in their report for the financial year ended 31^st March 2025. The said Emphasis of Matter does not constitute a qualification or modification of their opinion but has been included to draw attention to certain matters disclosed in the financial statements:

1. We draw attention to the outstanding statutory due to Government authorities. Delays were observed in payment of Goods and Service Tax amounting to Rs.1,08,93,788 including interest thereon and in payment of Tax Deducted at Source amounting to Rs. 54,64,310, both of

which were subsequently paid.

2. The amount of Rs. 3,70,277 towards Employees Provident Fund contributions including interest remains unremitted by the company. Our opinion is not modified in this regard.

3. MSME dues including interest amounting to Rs. 7,26,40,633 remain unpaid beyond the due dates. Our opinion is not modified in this regard.

4. We draw attention to the outstanding longterm loan from IDFC First Bank. During FY 2024-25, the loan repayments were not made as per the scheduled due dates and amounts specified in the repayment schedule and paid subsequently. Our opinion is not modified in this regard.

5. We draw attention to the revaluation of Plant & Machinery carried out during the quarter ended 31.03.2025, resulting in an increase of Rs. 3, 17,09,228 in the carrying value of assets and corresponding impact on Other Equity. Our opinion is not modified in this regard.

6. Due to the voluminous nature of transactions undertaken by the entity, we have not conducted comprehensive verification of the Goods and Services Tax (GST) and Input Tax Credit (ITC) claims. However, based on our review of the internal audit report and related records, we noted instances of mismatched credit, including cases where ITC pertaining to the State of Tamil Nadu was claimed under the GST registration of the State of Odisha. Our opinion is not modified in this regard.

Managements response to the above emphasis of matters mentioned in the Auditors Report:

1. The Board notes the observation regarding delays in payment of Goods and Services Tax amounting to 1,08,93,788 (including interest) and Tax Deducted at Source amounting to 54,64,310. The delays occurred due to a change in management. Both amounts have since been paid in full and have no continuing impact on the Companys operations or financial position.

2. With reference to the unremitted difference in Provident Fund contributions during FY 2024-25, it was noted that the EPF portal does not provide an option to directly remit the differential amount. As per the guidance received from the EPFO, the difference is required to be remitted under the relevant heads for the respective month, followed by submission of the challan in the usual manner. The Company is in the process of completing this remittance, and the differential amount will be paid within the current month to regularize the same.

3. With reference to the observation regarding dues to Micro, Small and Medium Enterprises (MSMEs) amounting to 7,26,40,633 (including interest), the delay in payments has primarily been due to temporary cash flow constraints, operational delays and differences in invoice reconciliation. However, the Company has duly recognized the outstanding amounts to MSME in its books of accounts, in accordance with the requirements of the MSMED Act, 2006. We are actively coordinating with the MSME vendors to resolve outstanding issues and are committed to clearing the dues in a phased manner. The Company remains fully committed to compliance with all statutory obligations and is strengthening internal controls to ensure timely payments to MSMEs in the future.

4. We confirm that all outstanding dues, including the accumulated interest, were subsequently cleared towards the end of the period. The delay in servicing the scheduled instalments has since been addressed, and the Company is taking necessary steps to ensure timely compliance with repayment obligations going forward.

5. The Board notes the revaluation of Plant & Machinery carried out during the quarter ended 31^st March 2025 to ensure that the assets are reflected at their fair value in the financial statements. The valuation, based on an inspection of construction equipment including concrete mixers, generators, and bar bending machines located at the warehouse

and stockyard, resulted in an increase of 3,17,09,228 in the carrying value of assets with a corresponding impact on Other Equity. This disclosure is for information purposes only and does not affect the Companys operational or financial position.

6. In October 2023, ITC of 27,97,434/- pertaining to the Tamil Nadu GST registration was claimed under the Odisha GST registration, resulting in duplication. The error was due to a lapse in state- wise ITC reconciliation with GSTR- 2B. Corrective adjustments are being made in subsequent GST returns, and preventive measures include appointing a dedicated GST consultant and implementing GSTIN- specific monthly reconciliations.

DETAILS OF FRAUD

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2024-25.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, Your directors, based on the recommendation of the Audit Committee and on subsequent approval of the shareholders at their Annual General Meeting held on 27^th September 2024, has appointed M/s. D A R & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2024-25 on a remuneration of 75,000/- (Rupees Seventy-Five Thousand only)

Further it is noted that the provisions relating to the appointment of a Cost Auditor under Section 148 of the Companies Act, 2013 read with the applicable rules are not applicable to the Company for the Financial Year 2025-26. Accordingly, no appointment of Cost Auditor is proposed for the said financial year, and no resolution in this regard is included in the Notice convening the 77th Annual General Meeting.

SECRETARIAL AUDITOR, SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M Vidhya Sivakumar of M/s. Vidhya & Associates, Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the Financial Year 202425. The Secretarial Audit Report is enclosed as Annexure 3.

The Secretarial auditor has issued the audit report with an Observation. The Observation is as follows:

S There was a delay in the submission of the Statement on the impact of Audit Qualification in the prescribed format along with the audited financial results for the quarter and year ended 31^st March 2024. The Company has subsequently filed a waiver application and has paid a penalty of Rs. 1,05,000 (excluding GST). The waiver application is currently under review by BSE Limited.

Management reply

The company has always compliant in filing of Financial Results as per the Regulation 33 of SEBI (LODR) 2015. Discrepancies in respect to delay in filing of the statement on the impact of audit qualification in the prescribed format for the financial year ended 31^st March 2024 was an unintentional omission due to oversight and clerical error. Subsequently, the said discrepancy was corrected by the Company on the intimation by the BSE.

With respect to the delay in submission of financial results for the quarter and year ended 31^st March 2024, the Company has initiated a waiver application 2^nd June 2024 under Case No. 205405 and also paid the fine of 1,0,5000 (excluding GST) on 11^th April 2025 and currently the waiver petition is pending for review before BSE Limited.

Management has taken corrective measures to strengthen internal compliance processes and ensure timely submissions in the future. We remain committed to maintain high standards of regulatory compliance and corporate governance.

As required under SEBI (LODR) Regulations, Your Company has obtained a certificate from the Practising Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by MCA/SEBI and other Statutory Authorities. The said Certificate is forming part of this Report.

InaccordancewiththeprovisionsofSection204ofthe Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, at its meeting to be held on 13^th August 2025, approved and recommended the appointment of M/s Nithya Gokul & Associates, Practicing Company Secretary, (FCS No.9221, CP No. 10804) as the Secretarial Auditor of the Company for a term of five years from 2025- 2026 to 2029-2030 subject to the approval of the shareholders at the ensuing 77^th Annual General Meeting based on the written consent of the Secretarial Auditors and confirmation to the effect that they are eligible and not disqualified to be appointed as the Auditors of the Company in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder. A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

The Secretarial Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICSI .

INTERNAL AUDIT

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013, M/s. B Thiagarajan & Co., Chartered Accountants, Chennai were re-appointed as the Internal Auditors of the Company for the Financial Year 2025-2026.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) of the SEBI (LODR) Regulations, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Securities and Exchange Board of India (LODR) Regulations, a report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance is attached to this report.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a prevention of Sexual Harassment and Grievance Handling Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year ended March 31, 2025:

1. the number of sexual harassment complaints received - Nil

2. the number of such complaints disposed - Nil

3. the number of cases pending for a period exceeding ninety days - Nil

STATEMENT ON MATERITY BENEFIT COMPLIANCE

Your Company continues to comply with the provisions of the Maternity Benefit Act, 1961 and also confirms that relevant provisions were not applicable during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & FOREIGN EXCHANGE EARNINGS AND OUTGO

The core business of the Company revolves around civil construction, which inherently involves low energy consumption. As such, the provisions relating to conservation of energy and technology absorption under Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

A. Conservation of energy;

> the steps taken or impact on conservation of energy - Nil

> the steps taken by the company for utilizing alternate sources of energy - Nil

> the capital investment on energy conservation equipments - Nil

Nevertheless, the Company remains committed to sustainable construction practices and has voluntarily adopted several eco-friendly measures to minimize environmental impact and promote resource efficiency, including:

• Installation of energy-efficient LED lighting across project sites.

• Implementation of waste reuse practices, such as using filled cement bags and construction debris for ground stabilization.

• Utilization of broken bricks in non-structural applications like weathering courses.

• Repurposing scrap steel for drains, covers, and embedded supports in construction.

• Creative use of granite waste in anti-skid flooring, parking areas, and landscaping features.

• Application of Kota stone remnants in seating and decorative planters to avoid material wastage.

• Overall efforts to reduce construction waste, optimize material usage, and limit environmental emissions.

These initiatives reflect the Companys proactive approach to environmental responsibility and its commitment to integrating sustainable practices into day-to-day operations.

B. Technology absorption:

the efforts made towards technology absorption; benefits derived like product improvement, cost reduction, product development or import substitution; in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption PARTY has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

C. During the year, the Company did not have any foreign exchange earnings and outgo.

SUBSIDIARIES / ASSOCIATES / JOINT VENTURES

During the year under review, your Company has no Subsidiary / Associate / Joint Venture.

ANNUAL RETURN

The details forming part of the annual return in the prescribed Form MGT-7 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available at the website of https:// coromandelengg.com/annual-general-meeting .

DEMATERIALISATION OF SHARES

As of March 31, 2025, 99.90% of the Companys paid-up Equity Share Capital exists in dematerialized form, with the remaining 0.10% in physical form.

Your Company has updated the relevant forms in the website of the company regarding the procedure to convert their physical shares into dematerialized form.

The Companys Registrar and Share transfer Agent is KFin Technologies Limited having its office Selenium Building, Tower B, Plot 31-32, Nanakramguda, Serilingampally, Hyderabad, Rangareddi-500032.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) & Secretarial Standards on General Meetings (SS-2).

PARTICULARS OF EMPLOYEES REMUNERATION

The ratio of remuneration of each Director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013 and information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this report.

GENERAL

Your directors state that no disclosure or reporting is required of the following matter as there were no transactions on these matters during the year under review:

• Issue of equity shares with differential rights.

• Issue of shares to employees of the Company under any scheme.

• No instance of fraud reported by the Auditors under Section 143 (12) of the Act.

• There are no proceedings pending under the Insolvency and Bankruptcy code, 2016.

• There was no instance of one-time settlement with any Banks or financial institution.

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

Subsequent to the end of the financial year, the Company has undertaken certain material actions that will create impact in its capital structure and financial position:

The Company proposed the issue of 66,72,722 equity shares of face value 10/- each at a price of 40.05/- per share (including a premium of 30.05/-), on a preferential basis to certain identified allottees from both Promoter and NonPromoter groups. The proposal was approved by the shareholders through postal ballot on March 27, 2025. In-principle approval for the same was received from BSE Limited on April 23, 2025. Pursuant to the said approvals, the Company allotted 16,49,840 equity shares aggregating to

6,60,76,092.00 to the respective allottees, and the listing approval for the same from BSE Limited was received on July 16, 2025.

During the above-mentioned period, the Company also approved the sub-division of every 1 (one) preference share of face value Rs 100/- each into 10 (ten) preference shares of face value 10/- each, in order to facilitate better capital structure flexibility.

Further, the Company reclassified its authorised share capital from 72,00,00,000/- (Rupees Seventy-Two Crores only), divided into

4.00. 00.000 equity shares of 10/- each and

3.20.00. 000 preference shares of 10/- each, to 72,00,00,000/- divided into 5,20,00,000 equity shares of 10/- each and 2,00,00,000 preference shares of 10/- each. Consequently, Clause V of the Memorandum of Association of the Company was amended accordingly.

PAYMENT OF FINE TO STOCK EXCHANGE

During the year under review, the Company inadvertently missed filing the outcome of the Board Meeting held on May 24, 2024, along with the Statement of Impact of Audit Qualification, as required under the SEBI (LODR) Regulations. Consequently, the Bombay Stock Exchange (BSE) raised a query and levied a penalty of 1,05,000/- (excluding GST) for the said nondisclosure.

In line with the principles of good corporate governance and to uphold regulatory compliance standards, the Company has made the payment of the imposed penalty to the BSE. Simultaneously, the Company has also filed a waiver application with the Stock Exchange, which is currently under consideration.

The Company remains committed to ensuring strict compliance with all applicable regulatory requirements and is taking necessary steps to strengthen its internal compliance mechanisms to avoid such instances in the future.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company has not received any significant material orders passed by the regulators or courts or tribunals impacting on the going concern status and companys operations in future.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank the Customers, Banks, the Government of India, the Government of Tamil Nadu, Stock Exchange and all the Stakeholders and employees of for their continued co-operation, support and assistance extended to the Company.

	FOR & ON BEHALF OF THE BOARD OF DIRECTORS
Place: Chennai	G V MANIMARAN
Date: 13th August, 2025	CHAIRMAN & MANAGING DIRECTOR
	DIN:09707546