East Buildtech Ltd Directors Report

DIRECTORS REPORT

DEAR MEMBERS,

The Directors of East Buildtech Limited ("Company") have immense pleasure in presenting the Boards Report on the business and operations of the Company along with the audited financial statements for the Financial Year ("FY") ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the FY ended on March 31, 2025 is summarized below:

		(Rs. in Lakhs)
Particulars	2024-2025	2023-2024
Total Revenue including other Income	104.31	35.09
Total Expenses	57.24	34.76
Profit/(Loss) before Exceptional items and Tax	47.07	0.33
Profit/(Loss) after Exceptional items and Tax	33.89	0.24
Total Comprehensive Income/Loss	33.89	0.24
Earning Per Share
Basic and Diluted (Rs.)	1.78	0.01

ANNUAL PERFORMANCE

Details of the Companys annual financial performance is also published on the Companys website and can be accessed at https://www.ebl.co.in/anual-reports.html.

PERFORMANCE OVERVIEW

The Total Revenue including other income of the Company stood at Rs. 104.31 Lakhs in FY 2024-25 as against Rs.35.09 Lakhs in FY 2023-24. The Company posted profit after tax of Rs. 33.89 Lakhs in FY 2024-25 against Rs. 0.24 Lakhs in FY 2023-24.

SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

The Company does not have any Joint Ventures, Subsidiaries and Associate Companies.

MATERIAL SUBSIDIARIES

Pursuant to Regulation 24 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") it is required to formulate a policy for determining material subsidiaries but the same Clause is not applicable on Company as Company doesnt have any Subsidiary Company for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section on Management Discussion and Analysis has been annexed to the Annual Report for FY 2024-25.

DIVIDEND

Considering the facts and prevailing circumstances, the directors of the Company have not recommended any dividend for FY 2024-25.

RESERVES

The reserve for the FY 2024-25 as presented in the Financial Statements is Rs. 483.94 Lakhs as against Rs. 450.05 Lakhs in FY 2023-24.

PUBLIC DEPOSITS

During the FY 2024-25, Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on date of the Balance Sheet for FY 2024-25.

CORPORATE GOVERNANCE

Your Company has a rich legacy of ethical governance practices and is committed to transparency in all its dealings and places high emphasis on business ethics. Your Company always places emphasis on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organizations corporate governance philosophy is directly linked to its performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and to the society at large, and strives to serve then interests, resulting in creation of value for all stakeholders.

A report on Corporate Governance along with the Certificate of Practicing Company Secretary confirming compliance of Corporate Governance as stipulated under point E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms an integral part of the Annual Report for FY 2024-25.

ANNUAL RETURN

Pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company in form MGT-7 for the FY 2024-25, is available on the website of the Company and can be accessed at www.ebl.co.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loans or provided any guarantee or security or made investment pursuant to the provision of section 186 of the Companies Act, 2013 and Listing Regulations.

BORROWINGS

During the FY 2024-25, the company has taken an unsecured loan from M/s. Kesri Investments Private Limited, a Non-Banking Financial Company (NBFC) of Rs. 26,00,000/- (Rupees Twenty Six Lakhs only) at interest rate of 10.50% per annum due for meeting funding requirements of the company which shall be repayable on demand.

SHARE CAPITAL

AUTHORISED CAPITAL

During FY 2024-25, there was no change in the authorised share capital of the Company. As on March 31, 2025, the authorised share capital stood at Rs. 4,50,00,000/- divided into 45,00.000 ordinary equity shares with a nominal value of Rs.10 each.

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

During FY 2024-25, there was no change in the Issued, Subscribed and Paid-up Capital share capital of the Company. As on March 31, 2025, the Issued Share Capital stood at Rs.1,93,84,000 divided into 19, 38,400 shares at Rs.10 each, Subscribed and Paid-up Capital stood at Rs. 1,87,68,000 /- divided into 18, 76,800 ordinary equity shares with a nominal value of Rs. 10 each.

BOARD AND ITS COMMITTEES

The Company has a strong and diverse Board which has oversight of the Companys management and governance. The individual members of the Board bring a wide range of skills, knowledge, experience and perspectives. Board-level diversity enhances the effectiveness and efficiency of decision making and enables seamless navigation through complex transactions and strategies. The Board is supported by specialised Board-level committees, which operate within defined terms of reference. This allows the Board to concentrate on critical matters while enabling deep dives into areas like risk management, information technology, enviromnent, social, governance, sustainability, stakeholder management, financials and internal control aspects.

MEETINGS OF THE BOARD

During the financial year 2024-25, the Board of Directors of the Company met Six times. The maximum time gap between any two Board Meetings was not more than one hundred and twenty days. The details of the Board meetings are as under:-

SL No.	Date	Board Strength	No. of Directors Present
1.	28.05.2024	3	3
2.	12.08.2024	4	4
3.	08.11.2024	4	4
4.	28.01.2025	4	4
5.	14.02.2025	4	4
6.	31.03.2025	4	4

Disclosures of relationships between Directors inter-se

None of the Directors are related to each other.

Information relating to Directors

The details relating to the composition and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the last Annual General Meeting, the number of Directorships, Committee Memberships and Chairmanships held by them as on 31^st March, 2025 are given below:

Sr. No	Name	Category	Attendance		Last AGM	Outside Directorships, Committee Memberships and Chairmanships
			No. of Meetings	Board		Director ships	Committee Memberships	Committee Chair man- ships
			Held	Attended
1.	Mr. Madhusudan Chokhani	Managing Director	6	6	Yes	1	3	0
2.	Mr. Madhusudan Agarwal	Non Executive Director	6	6	Yes	2	0	0
3.	Mrs. Priti Tulshan	Independent Director	6	5	No	0	0	0
4.	Mr. Suresh Kumar Goenka	Independent Director	6	6	Yes	1	0	0

1. The Directorship held by Directors as mentioned above do not include directorships of private companies, foreign companies and Section 8 companies and EBL.

2. In accordance with SEBI (Listing and Obligation and Disclosure Requirements) Regulation, 2015, Memberships/Chairmanship of only the Audit Committee and Stakeholders Relationship Committee of all public limited companies have been considered except EBL.

No Director is a member of more than 10 Board-level Committees of public limited companies, or is Chairman of more than 5 such Committees.

The Board reviews Compliance Reports of all the laws applicable to the Company, prepared by the Company as well as the steps taken by the Company to revamp instances of such non-compliances wherever and whenever required.

COMMITTEES OF THE BOARD

As required under the Act and SEBI Listing Regulations, the Company has constituted various statutory committees to review specific business operations and governance matters. As on March 31, 2025, the Company had the following committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

VIGIL MECHANISM

The Company established a Vigil Mechanism/ Whistle Blower Policy. The purpose of this mechanism is to provide a framework to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and provide adequate safeguards against victimization of the person availing this mechanism. This Policy has been appropriately communicated within the organization and is effectively operational. The policy provides mechanism whereby whistle blower may send protected disclosures directly to the Chairman of Audit Committee or Ethics Officer.

The Policy uploaded on the website can be accessed at https://www.ebl.co.in/investor- pdf/policies/VIGIL%20MECHANISM% 20POLICY.pdf

RISK MANAGEMENT

As per the requirements of Regulation 17 of Listing Regulations, the company laid down the procedures to inform Board members about the risk assessment and minimization procedures and the Board was responsible for framing, implementing and monitoring the risk management plan for the company. The Company has developed and implemented a Risk Management Policy to identify and mitigate key risks that may threaten the existence of the Company.

The Policy uploaded on the website can be accessed at https://www.ebl.co.in/investor- pdf/policies /RISK%20MANAGEMENT%20PQLICY.pdf

INTERNAL FINANCIAL CONTROLS

The Company has put in place adequate internal financial controls with reference to financial statements. Such system has been designed to provide for:

• Adoption of accounting policies in line with applicable accounting standards.

• Proper recording of transactions with internal checks and reporting mechanism.

• Compliance with applicable statutes, policies, management policies and procedures.

The management of the Company periodically reviews the financial performance against the approved plans across various parameters and takes necessary action, wherever necessary.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of the Act read with the relevant Schedules and Rules made thereunder as well as Regulation 25 & 26 of the Listing Regulations.

Furthermore, the Board is of the opinion that the Independent Directors possess the requisite qualifications, skills, experience and expertise while upholding the highest standards of integrity and professionalism and they fully satisfy the conditions outlined in the Act and Listing Regulations and remain independent of the management.

The details of the familiarization program for the Independent Directors is available on the Companys website and can be accessed at https://www.ebl.co.in/EBL/Policv/Familiarisation Programme%20for% 20Independent%20Directors.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

No significant and material order was passed by any Regulator or Court or Tribunal during the FY 2024-25 having potential to impact the going concern status of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on the date of this report, Companys Board of Directors comprises of four (4) directors including independent directors. Details on composition of Board of Directors, number of meetings held during FY 2024-25 and attendance thereof has been provided in the Report on Corporate Governance, which forms part of Annual Report for FY 2024-25.

DIRECTOR LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Madhusudan Aggarwal (DIN:00338537), Non-Executive Director, is liable to retire by rotation at the 41st AGM and being eligible, has offered himself for re-appointment.

APPOINTMENTS AND CESSATION

During the FY 2024-25, Mr. Chetan Goel resigned from the position of the Company Secretary & Compliance Officer and CFO with effect from May 24,2024. The Board in its meeting held on May 28, 2024, appointed Ms. Arpit Shanna (A45885) as Company Secretary & Compliance Officer and CFO of the Company with immediate effect. She also resigned from the said position with effect from November 9, 2024. The Board in its meeting held on January 28, 2025 appointed Mr. Sanjiv Kumar Tiwari (M.No.F7150) as Company Secretary cum Compliance Officer and CFO of the company with immediate effect.

Mr. Madhusudan Chokhani Managing Director and CEO, Mr. Sanjiv Kumar Tiwari, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2025.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

Further, none of the Directors are debarred from holding the office of Director pursuant to any SEBI Order or any other such authority. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

PARTICULARS OF REMUNERATION

The information as required m accordance with Section 197(12) of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, as amended is set out in Annexure I to this Report. However, as per the provision of Section 136 of the Act, Report and the Accounts are being sent to all members of the Company.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Schedule II Part D of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Nomination and Remuneration Policy had been framed for the appointment of Directors, Key Managerial Personnel and Senior Management and fixation of their remuneration.

The Nomination and Remuneration Policy of the Company is annexed as Annexure II and forms part of this Report.

Your Directors inform the members that the Nomination and Remuneration Committee as well as your Directors endeavor to follow the policy and all appointments in Board and Senior Management are considered at the meeting of the Committee and the Board.

RELATED PARTY TRANSACTIONS

The Board has accorded its approval for entering into any related party transactions which are in the ordinary course of business and at arms length basis. The Company has formulated a policy on Related Party Transactions which is available on the Companys website and can be accessed at https://www.ebl.co.in/investor-pdf/policies/Related%20Partv%20Policv.pdf

Related party transactions (Form AOC- 2) pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as entered by the Company during FY 2024-25 is annexed herewith as Annexure III to this Report.

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN DONE

In terms of the provisions of Companies Act, 2013 and Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without participation of the Non-Independent Directors and Management, considered /evaluated the Boards performance, Performance of the Chairman and other Non Independent Directors. The Board subsequently evaluated the performance of Independent Directors as per the criteria laid down and has recommended their continuation on the Board of the Company. The working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the Director being evaluated) were also evaluated. Nomination and Remuneration Committee have laid down the criteria for performance evaluation of all directors and Directors whose performance are subject to evaluation have not participated in the meeting.

The evaluation criteria as laid down by the Nomination & Remuneration Committee included various aspects of the functioning of Board such as composition, process & procedures including adequate & timely information, attendance, delegation of responsibilities, decision-making; roles & responsibilities including monitoring, benchmarking, feedback; stakeholder relationship and committees.

The performance of individual Directors including the Chairman was evaluated on various parameters such as knowledge & experience, interest of stakeholders, time devoted etc. The evaluation process has been explained in the Corporate Governance Report of the Annual Report. The evaluation of Independent Directors was based on aspects like participation in & contribution to the Board decisions, knowledge & experience and judgment.

The Company recognizes and embraces the importance of diversity in the Board in its success. We believe that a truly diverse Board will leverage difference in thought, perspective, knowledge, skill, regional and industry experience, culture and geographical background, age, ethnicity which will help us retain our competitive advantage.

AUDITORS

STATUTORY AUDITORS

M/s. Suresh Kumar & Mittal, Chartered Accountants (Finn Registration No.-500063N) were appointed with the approval of the members as the Statutory Auditors of the Company for a period of five (5) consecutive years to hold the office from the conclusion of 40^th AGM till the conclusion of 45^th AGM of the Company.

During FY 2024-25, the Auditor did not report any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act. The observations of the Auditor, if any, are explained wherever necessary, in the appropriate notes to the accounts. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark, disclaimer or emphasis of matter.

INTERNAL AUDITORS

Pursuant to provisions of section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. B.K Shroff & Co, Chartered Accountants (Finn Registration Number: 302166E) as Internal Auditors of the Company for the FY 2024-25. The role of Internal Auditors includes but is not limited to review of internal systems, standard operating procedures, adherence to statutory laws & other operational norms as set by the management, monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, etc. The internal audit report as provided by the internal auditor for FY 2024-25 does not contain qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. SSPK & Co., Company Secretaries, (Firm Registration Number: P2016DE056800) as Secretarial Auditor of the Company for the year ended March 31, 2025. The Secretarial Audit Report for FY 202425 does not contain any qualification, reservation or adverse remark. The Report of Secretarial Auditor is annexed as Annexure II to the Board Report which forms part of the Annual Report.

Further. Board has recommended for further appointment of SSPK & Co. for a period of Five (5) Years from the conclusion of 41^st Annual General Meeting to 46^th Annual General Meeting of the Company.

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

Information as required by Section 134 (3) (m) read with relevant rules of the Companies Act, 2013, is set out as under:

CONSERVATION OF ENERGY

During FY 2024-25, provisions for Conservation of Energy is not applicable on the Company.

TECHNOLOGY ABSORPTION, ADOPTION & INNOVATIONS

During FY 2024-25, there were no Technology absorption, adoption & innovation by the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars	Current Financial Year (2024- 25)	Previous Financial Year (2023-24)
Earnings	Nil	Nil
Outgo	Nil	Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c), the Directors hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

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

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

CORPORATE SOCIAL RESPONSIBILITY

During FY 2024-25, provisions of Section 135 of the Act is not applicable on the Company hence there is no requirement to constitute corporate social responsibility (CSR) committee and therefore Board has not formulated corporate social responsibility policy.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company strongly believes in providing a safe and harassment-free workplace for every individual through various interventions, policies and practices. The Company has a robust policy on the prevention of sexual harassment at the workplace in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013 ("POSH") During FY 2024-25, no complaints were received by the Internal Complaints Committee established under the Policy for Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace.

MAINTENANCE OF COST RECORDS

During FY 2024-25, maintenance of cost records as specified by the Central Government under sub section (1) of 148 of the Companies Act, 2013 is not required to be maintained by the company.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financial Statements.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

GENERAL

No disclosure or reporting is made in respect of the following items, as there were no transactions during FY 2024-25:

• The issue of equity shares with differential rights as to dividend, voting or otherwise;

• There are no significant or material orders passed by the regulators, courts or tribunals which impact the going concern status or the Companys operations in the future;

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company;

• There was no instance of one-time settlement with any bank or financial institution by the Company;

• There was no revision in the financial statements and Boards Report;

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

ACKNOWLEDGEMENTS

The Board hereby places on record its sincere appreciation for the continued assistance and support extended to the Company by its collaborators, customers, bankers, vendors, Government authorities and employees.

The Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders.

Place: New Delhi	For and on behalf of the Board
Dated: 02.09.2025	East Buildtech Limited
	sd/-
	Madhusudan Chokhani
	Chairman & Managing Director
	DIN: 00307234