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East Buildtech Ltd Directors Report

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Nov 12, 2026|04:01:00 PM

East Buildtech Ltd Share Price directors Report

Dear Members,

Your Directors have pleasure in presenting the 42nd (Forty Second) Annual Report on the business and operations of the Company together with the audited financial statements of the Company for the financial year ended on March 31, 2026.

1. State of Company Affairs

Your Company is part of the Real Estate Industry, which continues to be one of the largest and most sustainable long-term business opportunities in the country. The Indian Real Estate sector has emerged as one of the most dynamic and rapidly evolving industries, driven by urbanization, infrastructure development, rising income levels, and increasing demand for residential, commercial, and mixed-use developments. The sector plays a vital role in economic growth, employment generation, and the creation of modern urban ecosystems, offering significant opportunities for long-term value creation. During the year your Company reported net revenue of 14.52 Lakhs.

2. Financial Highlights

A brief overview on financial performance of the Company for the financial year ended on March 31, 2026 is as follows:

(Rs. in Lakhs)

Particulars 2025-2026 2024-2025
T otal Revenue including other Income 14.90 104.31
Total Expenses 63.45 57.24
Profit / (Loss) before Exceptional items and Tax (48.55) 47.07
Profit / (Loss) after Exceptional items and Tax (49.02) 33.89
Total Comprehensive Income / Loss (46.41) 33.89
Earnings Per Share Basic and Diluted (Rs.) (2.57) 1.78

3. Dividend

The Board of Directors of your Company has decided not to recommend any Dividend on Equity Shares of the Company for the Financial Year ended on 31.03.2026, due to losses/ absence of profits.

4. Transfer to Reserve

The reserve for the FY 2025-26 as presented in the Financial Statements is Rs. 437.53 Lakhs as against Rs. 483.94 Lakhs in FY 2024-25.

5. Material changes and commitments

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.

6. Share Capital of the Company Authorised Capital

During the FY 2025-26, there was no change in the authorised share capital of the Company. As on March 31, 2026 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 the FY 2025-26, there was no change in the Issued, Subscribed and Paid-up Capital share capital of the Company. As on March 31, 2026, 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.

7. Subsidiaries, Joint Ventures and Associates Companies

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

8. Public Deposits

During the FY 2025-26, the Company has not accepted any deposits from the public falling within the ambit of Chapter V of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. Particulars of loans, guarantees and investments under Section 186 of the Companies Act- 2013

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.

10. 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 2025-26 and attendance thereof has been provided in the Report on Corporate Governance, which forms part of Annual Report for FY 2025-26.

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. Madhusudhan Agarwal (DIN: 00338537), NonExecutive Director, is liable to retire by rotation at the 42nd AGM and being eligible, has offered himself for re-appointment.

Key Managerial Personnel

Mr. Madhusudan Chokhani, Chairman & Managing Director, Mr. Sanjiv Kumar Tiwari, Company Secretary & Chief Financial Officer are the Key Managerial Personnel of the Company as on March 31, 2026.

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.

11. Number of meetings of the Board

During the year under review, the Board of Directors held 5 (five) meetings on 30th May 2025, 14th August 2025, 2nd September 2025, 14th November 2025 and 12th February 2026. The details of Board Meetings held and attendance of Directors are provided in the Report on Corporate Governance forming part of this report.

12. Separate meeting of Independent Directors

Details of the separate meeting of the Independent Directors held and attendance of Independent Directors therein are provided in the Report on Corporate Governance forming part of this report.

13. 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, 2026, the Company had the following committees of the Board.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of all the above Committees along with composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this report.

14. Declaration of Independence from Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company is disqualified for being appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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/Policy/FamiliarisationProgramme%20for%20Independent%20Directors.pdf

15. Vigil Mechanism/ Whistle Blower Policy

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, 2015 a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chief Ethics Counsellor / Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

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

16. Risk Management system

The Company has developed and implemented a risk management policy which is periodically reviewed by the management. In accordance with Regulation 21 of SEBI Listing Regulations, 2015, the enterprise risk management policy of the Company, which has been duly approved by the Board, is reviewed by the Audit Committee and the Board on a periodic basis. The risk management process encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives. Besides exploiting the business opportunities, the risk management process seeks to minimise adverse impacts of risk to key business objectives.

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

17. 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.

18. 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 2025-26 having potential to impact the going concern status of the Company.

19. 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 202526, is available on the website of the Company and can be accessed at www.ebl.co.in.

20. Particulars of Employees

The information as required in accordance with Section 197(12) of the Act read with Rule 5 of 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.

21. 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 Policy uploaded on the website can be accessed at https://www.ebl.co.in/investor- pdf/policies/Directors%20Appointment%20and%20Nomination%20and%20Remuneartion%20Policy.pdf

22. 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%20Party%20Policy.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 2025-26 is annexed herewith as Annexure II to this Report.

23. Corporate Governance Report

Corporate Governance Report forms part of this Annual Report. The Secretarial Auditors of the Company, have issued a certificate with respect to Companys compliance with the requirements of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 and the said certificate is annexed to the Corporate Governance Report.

24. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as required under Regulation 34(2) (e) read with schedule V of SEBI (LODR) Regulations, 2015, as amended, is presented in a separate section forming part of this Annual Report.

25. Performance Evaluation

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.

26. Auditors and Auditors Report Statutory Auditors

M/s. Suresh Kumar & Mittal, Chartered Accountants (Firm 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 40th AGM till the conclusion of 45th AGM of the Company.

During FY 2025-26, 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 (Firm Registration Number:302166E) as Internal Auditors of the Company for the FY 2025-26. 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 2025-26 does not contain qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to Section 204 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (including any statutory amendments, modifications or re-enactment thereof, for the time being in force), the Company had appointed M/s. SSPK & Co., Company Secretaries (FRN P2016DE056800) Peer Reviewed Firm - Certificate No. 2882/2023) be and is hereby appointed as Secretarial Auditor of the Company for the five (5) years, commencing from the conclusion of 41st Annual General Meeting till conclusion of 46th Annual General Meeting to carry out the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2025-26 does not contain any qualification, reservation or adverse remark. The Report of Secretarial Auditor is annexed as Annexure III to the Board Report which forms part of the Annual Report.

27. Conservation energy, technology and foreign exchange outgo

There is no Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo under section 134(3) of the Companies Act, 2013 for financial year 2025-26.

28. Corporate Social Responsibility (CSR)

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The details of composition of CSR Committee are included in the Corporate Governance Report, forming part of this Annual Report. Pursuant to Section 135 of the Companies Act, 2013 and the applicable Rules made thereunder, the Company was not required to make any contribution towards Corporate Social Responsibility (CSR) activities during the financial year 2025-26, as it had incurred average net losses in the three immediately preceding financial years.

29. Maintenance Of Cost Records

During FY 2025-26, 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.

30. 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.

31. 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 2025-26, 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.

32. Directors Responsibility Statement

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year ended 31.03.2026, the applicable Accounting Standards have been followed and there are no material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31.03.2026 and of the Loss of the Company for the year ended on that date;

c. The Directors had taken proper and sufficient care 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 for the Financial Year ended 31.03.2026 were prepared on a going concern basis;

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

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

33. Insolvency and Bankruptcy Code, 2016

Insolvency and Bankruptcy Code, 2016 During the Financial Year 2025-26, no application has been made under the Insolvency and Bankruptcy Code.

34. Disclosure Under the Maternity Benefit Act 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961. Your Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

35. General

No disclosure or reporting is made in respect of the following items, as there were no transactions during FY 2025-26:

- 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 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

36. Acknowledgements

Your directors would like to acknowledge and place on record their sincere appreciation of all Stakeholders - shareholders, bankers, dealers, vendors and other business partners for the excellent support received from them during the year under review. Your directors recognise and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

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

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