Coromandel Engineering Company Ltd Directors Report

BOARDS REPORT

Dear Members,

Your Directors present the 78^th Annual Report and the audited financial statements for the financial year ended 31^st March 2026.

The financial performance of the Company for the financial year ended 31^st March 2026 is summarized below:

FINANCIAL RESULTS:

		(Rs. in Lakhs)
Particulars	2025-26	2024-25
Gross Income	4325.14	3130.77
Profit/Loss before interest and Depreciation	461.72	312.10
Finance Charges	308.02	299.07
Depreciation and Amortization expenses	136.82	108.99
Total Expenses	4308.26	3,226.75
Profit/(loss) after exceptional item and before tax	16.88	(95.98)
Deferred Tax	-	(137.46)
Net Profit/ (loss) after tax	16.88	41.49
Other Comprehensive Income /(Loss)	28	315.74
Tax impact on the revaluation surplus	-	(79.52)
Total Comprehensive Income	44.87	277.71
Earnings per share	0.00	0.12

OPERATIONS AND PERFORMANCE

• During the financial year ended 31^st March 2026, the Company demonstrated marginal operational income, reflecting improved business momentum and enhanced execution capabilities. Revenue from operations witnessed an increase to Rs.4,308.84 lakhs as against Rs.3,128.89 lakhs in the previous year, registering a growth of approximately 37.72%. The rise in revenue indicates stronger order execution, improved project activity, and better absorption of operational capacities during the year under review.

• The Company successfully transitioned from a loss-making position in earlier years to profitability during the current year. Profits before exceptional items stood at Rs. 16.88 lakhs compared to a loss of Rs.95.98 lakhs in the preceding year. The Company reported a Net Profit after tax of Rs.16.88 lakhs as against a Net profit of Rs.41.49 lakhs in the previous financial year.

• Further, the Company reported Total Comprehensive Income of Rs.44.87

lakhs during the year. The improvement was supported by positive movements in revaluation surplus under Other comprehensive income, thereby strengthening the net worth position of the Company.

• Overall, the financial year under review reflects the Companys improved operational framework, recovery in business activity, and managements sustained efforts towards improving profitability, optimizing resources, and reinforcing long-term business sustainability. The performance lays a stronger foundation for future growth and improved stakeholder confidence.

• 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

During the financial year under review, the Company expanded the scope of its business by altering the Main Objects Clause of its Memorandum of Association. Pursuant to the approval of the members by way of a Special Resolution passed through Postal Ballot, the results of which were declared on 25^th July 2025, the Company amended its Memorandum of Association to undertake additional business activities in line with its longterm strategic objectives.

While the Company continues to carry on its existing business of construction activities, the alteration of the Main Objects Clause enables the Company to diversify into additional business sectors, thereby broadening its business operations and creating new avenues for growth. The diversification is expected to strengthen the Companys business portfolio, enhance revenue opportunities, reduce dependence on a single line of business, and improve long-term value creation for its stakeholders.

The Board believes that this strategic expansion of the Companys business activities will position the Company for sustainable growth while continuing to leverage its expertise in the construction sector.

DIVIDEND AND GENERAL RESERVE

Your Directors has not recommended any dividend for the financial year ended 31^st March 2026. The Company has not transferred any amount to the general reserve.

SHARE CAPITAL

As on 31^st March 2026, the authorised share capital of the Company stood at Rs. 72,00,00,000 (Rupees Seventy-Two Crores only), comprising:

S 5,20,00,000 Equity Shares of Rs. 10/- each, aggregating to Rs. 52,00,00,000; and

S 2,00,00,000 Preference Shares of Rs. 10/- each, aggregating to Rs. 20,00,00,000.

The paid-up equity share capital of the Company as on 31^st March 2026 was Rs. 34,88,34,380, comprising 3,48,83,438 Equity Shares of Rs. 10/- each.

During the previous financial year 2024-25, the shareholders of the Company, by way of a Special Resolution passed through Postal Ballot, the results of which were declared on 27^th March 2025, approved the issuance of up to 67,22,722 Equity Shares of the Company on a preferential basis to promoters and non-promoters at an issue price of Rs. 40.05 per equity share (including a premium of Rs. 30.05 per equity share).

Pursuant to the aforesaid approval and upon receipt of the requisite regulatory in principle approval, the Board of Directors, on 8^th May 2025, allotted 16,49,840 Equity Shares on a preferential basis. Consequently, the paid-up equity share capital of the Company increased to Rs. 34,88,34,380, comprising 3,48,83,438 Equity Shares of Rs. 10/- each.

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 2026 there was no alteration or amendment made to the Articles of Association. 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:

i. Subdivision of unissued preference shares of the Company;

ii. Reclassification of the authorised share capital of the Company;

iii. Adoption of a revised set of the Memorandum of Association in conformity with the provisions of the Companies Act, 2013.

The aforesaid alterations were approved by the members of the Company by way of an Ordinary Resolution for (i) and Special Resolution for (ii) and

(iii) passed through Postal Ballot, the results of which were declared on 25 July 2025. Consequently, the Memorandum of Association of the Company stands amended in accordance with the approvals accorded by the members and the applicable provisions of the Companies Act, 2013.

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.

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 laws and regulations, safeguarding assets, and supporting optimal use of resources, thereby protecting stakeholder interests.

During the year under review, these controls were evaluated and no reportable material weaknesses or deficiencies in design or operation were observed.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31^st March 2026, the Board of Directors of the Company comprised six Directors, consisting of three Independent Directors, two Non-Executive Directors, and one Executive Director, as tabled below:

i. Mr. G V Manimaran	Chairman & Managing Director
ii. Mrs. R S Isabella	Non-Executive -Independent
iii. Mr. Nallusamy Elangovan	Non-Executive -Independent
iv. Dr. Ravi Muthusamy	Non-Executive -Independent
v. Dr. Ennarasu Karunesan	Non-Executive-Non - Independent
vi. Mr. Baskaran	Non-Executive -Non-Independent

Subsequent to the Financial year ending 31^st March 2026, Mr. S. Baskaran resigned from the office of Director of the Company with effect from 25^th May 2026, owing to his preoccupation and other personal commitments.

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors, at its meeting held on 25^th May 2026, appointed Dr. Swetha (DIN: 01728751) as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from 25^th May 2026, pursuant to the provisions of Section 161 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to the approval of the shareholders.

Thereafter, the shareholders of the Company, by way of a Postal Ballot, the results of which were declared on 11^th July 2026, approved the appointment of Dr. Swetha (DIN: 01728751) as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation. Accordingly, Dr. Swetha continues to hold office as a Director of the Company in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company.

During the year under review, there are no significant changes in the composition of board of directors. However, the details of Composition of Board and its committees are furnished 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 78^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 78^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 24^th March 2026, 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, there were no changes in the office of Key Managerial Personnel.

MEETINGS OF THE BOARD

During the financial year ended 31^st March 2026, 7 (Seven) 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 31^st March 2026 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 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 2025-26, 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 including transactions with related parties that met the criteria for materiality (as per the companys policy on related party transactions) adhered to the stipulations outlined in the Companies Act, 2013 and SEBI, LODR regulations. Furthermore, the details of 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 Board 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 Audit Committee and 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 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 the 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 Technical Committee of the Board, which was constituted on 14^th December 2024 to provide focused oversight on technical and project-related matters, continued to function during the year. Subsequent to the resignation of Mr. Baskaran and appointment of Dr. Swetha as a Director of the Company, the Board reviewed the necessity of continuing the Technical Committee and, considering the existing operational requirements, approved its cessation with effect from the 25^th May 2026. Accordingly, the Committee ceased to function from the said date, and the functions, role and responsibilities of the Technical Committee would be undertaken by the Board.

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

As the Net Profit before Tax as computed under Section 198 of the Companies Act, 2013 for the year ended 31^st March 2026 does not reach the threshold limit mentioned in Section 135 of the Companies Act, 2013, 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.

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 2026-27. 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 2026 form part of this Annual Report and contains no qualification or adverse remarks or disclaimer with regard to the financial statements for the financial year 2025-26.

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 2026. 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 delay in statutory dues to Government authorities. Delays were observed in the remittance of Goods and Services Tax (GST), Tax Deducted at Source (TDS), Employees Provident Fund (EPF) contributions, and Employees State Insurance (ESI) dues, together with the applicable interest thereon. Further, TDS for the months of February and March remains unpaid as at the reporting date. We draw attention to GST regulations relating to the applicability of the Reverse Charge Mechanism (RCM), where the liability discharge is inconsistent. Our opinion is not modified in respect of this matter.

2. We draw attention to the matter of TDS on certain interest payments on unsecured loans, which, though deducted, remains unpaid for certain months. Further, in respect of certain interest payments and provisions on unsecured loans, TDS has neither been deducted nor remitted, as required under the provisions of the Income-tax Act, 1961. Our opinion is not modified in respect of this matter.

3. We draw attention to dues to Micro, Small and Medium Enterprises (MSMEs), including interest, aggregating to Rs.10,05,21,229, which remain unpaid beyond the due dates prescribed under the Micro, Small and Medium Enterprises Development Act, 2006. Our opinion is not modified in respect of this matter.

4. We draw attention to the outstanding longterm loan from financial institution. During the financial year 2025-26, repayments of the loan were not made in accordance with the scheduled due dates and amounts specified in the repayment terms and were settled subsequently. Our opinion is not modified in respect of this matter.

5. We draw attention to the Provident Fund (PF) exemption, pursuant to which the Provident Fund Department has raised a notice for recoupment of a loss amounting to Rs.1.06 crore. Out of this amount, 25L was paid during the FY 2025-26, 81 Lakh remains unpaid. However, provision for the same has been created in the books. Our opinion is not modified in respect of this matter.

6. Owing to the voluminous nature of the transactions undertaken by the entity, a comprehensive verification of GST and Input Tax Credit (ITC) claims is difficult. Accordingly, our procedures in this area were performed on a test-check basis, placing primary reliance

on internal audit reports and the supporting records made available to us.

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

1. The Board has noted the observations made by the Statutory Auditors under the Emphasis of Matter paragraph relating to delays in remittance of certain statutory dues including GST, TDS, EPF and ESI along with applicable interest thereon and pending remittance of TDS for certain months. The delays were primarily on account of temporary operational and liquidity constraints faced during the year.

The Company has taken necessary steps to regularize the outstanding statutory dues and strengthen its internal monitoring and compliance mechanisms to ensure the timely discharge of statutory obligations going forward. Further, the TDS pertaining to the months of February 2026 and March 2026 has since been remitted by the Company. The Management has reviewed the matter and has taken necessary steps to ensure proper identification of transactions attracting RCM and timely discharge of the applicable GST liability.

2. In respect to TDS matters relating to interest on unsecured loans, the management is reviewing the applicable legal position and undertaking corrective actions, wherever required, to ensure full compliance with the applicable provisions of law.

3. The delay in settlement of such dues was primarily attributable to temporary cash flow constraints, operational delays and invoice reconciliation matters during the year.

The Company has appropriately recognised the outstanding dues in its books of account in accordance with the provisions of the MSMED Act, 2006 and is actively engaging with MSME vendors to resolve pending matters and clear the dues in a phased manner. The Company remains committed to statutory compliance and continues to strengthen internal processes to ensure timely settlement of obligations going forward. 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.

4. With respect to the observation regarding repayments of long-term loan from the financial institution not made in accordance with the scheduled due dates and were settled subsequently, the Board clarifies that the delays occurred due to temporary cash flow constraints. The Company has subsequently regularized the repayments and continues to monitor its liquidity position and strengthen financial planning mechanisms to ensure timely servicing of debt obligations going forward.

5. The Board has noted the observation relating to the Provident Fund exemption matter and the notice raised by the Provident Fund Department for recoupment of loss. During the year, the Company has discharged a portion of the liability of Rs 25 Lakhs during the financial year and has created appropriate provision in the books for the balance amount of Rs 81 Lakhs in accordance with applicable accounting requirements. The Company continues to engage with the relevant authorities and take necessary actions in relation to the matter.

6. Considering the volume and nature of transactions undertaken by the Company, the verification of GST and ITC has been carried out on a test-check basis, with due reliance placed on the internal audit reports and supporting records maintained by the Company. The Management confirms that appropriate internal controls and review mechanisms are in place for monitoring GST compliances and ITC claims and that necessary care is exercised to ensure compliance with the applicable provisions of the GST laws

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 there under either to the Company or to the Central Government during FY 2025-26.

COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies

(Cost Records and Audit) Rules, 2014 and other applicable provisions, if any, the Company was not required to appoint a Cost Auditor for the Financial Year 2025-26, as the turnover of the Company from the construction services was below the prescribed threshold limit of Rs. 35 Crores under the Companies (Cost Records and Audit) Rules, 2014.

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 Mrs. Nithya Gokul of M/s. Nithya Gokul & Associates, Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the Financial Year 202526. The Secretarial Audit Report is enclosed as Annexure 3.

The Secretarial auditor has issued the audit report with a qualification. The qualifications are as follows:

S During the period under review the Company has complied with the provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), and other relevant Rules, Regulations, Guidelines, Standards except that there was a delayed filing of disclosure of Related Party Transactions for the half-year ended 30^th September 2025 by one day under Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for which a fine of ^ 5,900/- (inclusive of GST) was levied by BSE Limited and duly paid by the Company.

Management reply

The delay was limited to one day, and the fine of ^ 5,900/- (inclusive of GST) levied by BSE Limited has been duly paid by the Company. The Company has strengthened its internal compliance monitoring and review mechanism to ensure timely and accurate filing of all statutory and regulatory disclosures going forward.

INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, 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 a term of two financial year (2026-27 & 2027-28) at the board meeting held on 25^th May 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, 2026:

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 MATERNITY BENEFIT COMPLIANCE

Your Company is in compliance with the provisions of the Maternity Benefit Act, 1961.

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:

(i) The efforts made towards technology absorption;
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) 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, 2026, 99.87% of the Companys paid-up Equity Share Capital exists in dematerialized form, with the remaining 0.13% 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 at Selenium Tower B, Plot 31-32, Nanakramguda, Serilingampally, Rangareddi, Hyderabad-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 not undertaken any material actions that will create impact in its capital structure and financial position:

PAYMENT OF FINE TO STOCK EXCHANGE

During the year under review, the Company inadvertently missed filing the following documents.

S. No.	Compliance requirement/Regulation	Details of violation/deviation	Fine/Penalty levied	Action taken by the Company	Current status/remarks
1	Submission of half-yearly report on related party transactions - Regulation 23(9) of SEBI (LODR) Regulations, 2015	The Company did not submit the related party transaction details for the half-year ended 30th September 2025 within the prescribed timeline. The disclosure was submitted to BSE on 12 November 2025, with a delay of one day.	Rs. 5,900 (inclusive of GST)	The Company paid the fine to BSE on 17th December 2025.	The delay was stated to be due to an inevitable situation. The Board of Directors took note of the matter at its meeting held on 11th February 2026.

*Also, the Company has paid the penalty of Rs. 1,05,000 on 11^th April 2025 as the waiver application which was filed with BSE on 02^nd June 2024 under Case No. 205405 has been rejected. The said penalty pertains to the financial year 24-25.

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 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: 12th August, 2026	CHAIRMAN & MANAGING DIRECTOR
	DIN:09707546