Effwa Infra & Research Ltd Directors Report

Dear Members,

The Directors of your company take pleasure in presenting the 13th Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2026.

FINANCIAL SUMMERY:

The highlights of Companys performance for the year ended 31st March, 2026 as compared to the previous financial year, is summarized below:

Particulars	For the financial year ended 31st March, 2026	For the financial year ended 31st March, 2025
Revenue from Operations	25,329.38	18,511.93
Add: Other income	--	--
Total Revenue	25,329.38	18,511.93
Less: Total Expenditure excluding Financial Cost and Depreciation	21,118.91	15,509.93
Operating Profit (PBDIT)	4,210.47	3,002.00
Less: Finance Cost & Depreciation	387.84	276.78
Profit/ (Loss) before tax	3,822.64	2,725.22
Provision for Tax
Current Tax	962.16	690.00
Deferred Tax	(1.34)	0.49
Provision of Income Tax	-	23.44
Net Profit after Tax	2,861.81	2,011.28

The foregoing financial performance highlights are an abstract of the Financial Statements of your company for the financial year 2025-2026. The detailed Financial Statements of your company forms part of this Annual Report and have also been made available on the website of the company.

HIGHLIGHTS OF PERFORMANCE:

During the year, the Company has generated revenue from operations of Rs. 25329.38 lakhs and earned net profit after tax Rs. 2861.81 lakhs as compared with the corresponding figures in the previous year of Rs. 18511.93 lakhs and Rs. 2011.28 lakhs respectively. The total revenue is increased by Rs. 6817.45 lakhs as compared with last year as well as net profit after tax also increased by Rs. 850.53 lakhs as compared with last year.

HIGHLIGHTS OF OPERATIONAL PERFORMANCE

The operational performance of the Company is detailed in the Management Discussion and Analysis forming part of the annual report.

DIVIDEND

Your Board is pleased to recommend for your consideration a dividend of 10% i.e. Re 1/- per equity share of face value of Rs. 10/- each for the financial year 2025-26. The aforesaid dividend will involve a total payout of Rs. 231.47 lakhs subject to the approval of shareholders at ensuing Annual General Meeting would be paid to members whose name appears in the Register of Members as on the record date as may be fixed by the Board for the entitlement for the dividend.

In accordance with the provisions of the Income-Tax Act, 2025, which has come into force with effect from April 1 2026, read with the notified Income Tax Rules, 2026 and the Finance Act, 2025, dividend declared and paid by a Company is taxable in the hands of the shareholders. Your Company shall, therefore, be required to deduct tax at source (TDS) at the time of payment of dividend in accordance with the provisions of section 393 of the Income Tax Act, 2025 read with the applicable Rules and at the rates prescribed thereunder. The TDS rate may vary depending upon the residential status of the shareholder, the threshold limits prescribed under the Act, and the documents/declarations submitted by the shareholder to your Company.

Your Company will also be sending communication to the shareholders informing them to submit the necessary documents to enable your Company to calculate the amount of tax required to be deducted from the proposed dividend in respect of each eligible shareholder. Your Company is in process of emailing the aforesaid communication to those shareholders whose names appear in the Register of Member as on Tuesday, September 22, 2026 and to those shareholders who have registered their email id with your Company.

TRANSFER TO GENERAL RESERVES:

During the year under review, the Board of Directors of the Company did not transfer of any amount to reserve.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business of the company.

SHARE CAPITAL:

Authorized Share Capital

During the period under review, there were no changes in the Authorized Share Capital of the Company.

As on March 31, 2026, the authorised share capital of the company was Rs. 25 crores.

Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid up share capital of the company was Rs. 23,14,71,670/- divided into 23147167 Equity shares of Rs. 10/- each.

There is no change in the issued, subscribed and paid up share capital of the company during the year under review.

DEPOSITS, LOANS, ADVANCES AND OTHER TRANSACTIONS

During the year under review, your company has not accepted / renewed any deposits from the public or members falling within the purview of Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

UTILISATION OF IPO PROCEEDS

The proceeds of the IPO are being used for the purposes for which it was stated to be utilized in the Prospectus.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your company has no subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the company. Accordingly, a Statement under the provisions of Section 129(3) of the Act, containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is not required.

SECRETARIAL STANDARDS:

The company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Your company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as required in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Your Company has not given any loan, guarantee, and security or has not made any investment pursuant to the provisions of Section 186 of Companies Act 2013 during the year under review.

DISCLOSURES UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013

There are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

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

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year 2025-2026, with Related Parties, as defined under Section 188 of the Act and the Rules made there under and as per the applicable provisions of the Listing Regulations, were in the ordinary course of business and on arms length basis.

Further the Company has not entered into material related party transaction(s) as defined under Section 2(76) of the Act and Regulation 2(zb) of the Listing Regulations, during the Financial Year under review. Accordingly, disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with the Companies (Accounts) Rules, 2014, in Form AOC - 2, is not annexed to this Report.

As per the Related Party Transactions Policy, all related party transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for transactions which could be foreseen and are of repetitive nature for a period of one year. During the year under review, the Related Party Transactions entered into, pursuant to the omnibus approval so granted for review, are placed before the Audit Committee on a half yearly basis.

There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and therefore, disclosure as required in Form AOC- 2 is not required to annex to this report.

The details of contracts and arrangement with related parties of your company for the financial year ended 31st March, 2026 are given in Note 26 of the standalone financial statements of your company.

The Policy on materiality of and on dealing with related party transactions (as amended) as approved by the Board may be accessed on the Companys website at the link

During the year, there are two employees, who are also the Directors of the Company are in receipt of remuneration above the limits as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under section 197 of the Act read with Rule 5(2) of the companies (Appointment and Remuneration) Rules, 2014 is annexed as Annexure A and forms a part of this report Details of the same provided in ANNEXURE- A.

PREVENTION OF INSIDER TRADING

The Company has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

CREDIT RATINGS OF SECURITIES

Rating agency	Instrument type	Rating	Date on which the credit rating obtained
Crisil Limited	Corporate credit rating	Crisil BBB/Stable Assigned)	This rating is as on 9th January, 2026.

CORPORATE SOCIAL RESPONSIBILITY:

The composition of Corporate Social Responsibility (CSR) Committee as on 31st March, 2026 are as follows:

Sr. No.	Name of Member	DIN	Designation	Category
1	Dr. Varsha Kamal	00270314	Chairperson	Managing Director
2	Mr. Subhash R. Kamal	00255160	Member	Whole-time Director
3	Mr. Priyesh B. Somaiya	08664781	Member	Independent Director

All the Members have been appropriately notified about their role and responsibilities, for being part of the CSR Committee of the Board, in line with the provisions of Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the year company has spent amount towards Corporate Social Responsibility in align with the CSR policy of the company. Disclosure required pursuant to Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to this Report as ANNEXURE - B.

Your company has committed to spend for CSR initiatives in the coming years through structured events or programs and projects. Your Company has taken steps in the right direction and going forward is committed to actively engage with the partners/NGOs to execute the said events or projects and programs and incur expenditure in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

In compliance with the provisions of Section 135 of the Companies Act, 2013, Company has constituted Corporate Social Responsibility Committee which recommends the Board, CSR activities to be undertaken, contribution to be made and monitors the contribution made. The CSR policy of the company is placed on the website of the company at www.effwa.co.in

Your company was required to spend an amount of Rs. 35.25 lakhs (2% of average net profits of last three financial years) towards Corporate Social Responsibility (CSR) activities. There was no excess amount to be set off against CSR obligation for the financial year under review.

Your Company for the financial year 2025-2026, has spent an aggregate amount of Rs. 35.25 lakhs.

CORPORATE GOVERNANCE

As per Regulation 15 read with Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance Disclosure is not applicable to the Company as Company is listed on the SME Emerge platform of National Stock Exchange of India Limited. Hence, the Company is not required to make disclosures related with Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the Board of Directors of the Company duly constituted as per provisions of Companies Act, 2013.

A. COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of Effwa Infra & Research Limited is an optimum combination of Executive and Non-Executive Directors as on 31st March, 2026, The Board of Company consists of Six (6) Directors. As on the date of this Directors Report, the Board Structure of the company, is as follows;

Sr. No.	Name of Director	Designation	DIN No.
1	Dr. (Mrs.) Varsha Subhash Kamal	Chairperson & Managing Director	00270314
2	Mr. Subhash Ramavat Kamal	Whole-time director	00255160
3	Mr. Ravindra Nagendra Hanchate	Non - Executive & Independent Director	07746827
4	Mr. Vijay Prahladbhai Vyas	Non - Executive & Independent Director	02738087
5	Mr. Priyesh Bharat Somaiya	Non - Executive & Independent Director	08664781
6	Mr. Bhavin Kirit Gor	Non-Executive & Non-Independent Director	07719813

None of the existing Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) and Section 165 of the Companies Act, 2013.

B. KEY MANAGERIAL PERSONNEL:

The following are Key Managerial personnel of the Company:

1. Dr. (Mrs.) Varsha S. Kamal: Managing Director

2. Mr. Subhash R. Kamal: Whole-time Director

3. Ms. Lina P. Lad: Chief Financial Officer

4. Mr. Dhaval H. Mirani: Company Secretary & Compliance Officer.

C. RETIRE BY ROTATION:

In accordance with the provisions of the Companies Act, 2013 and the Article of Associations of the Company, Mr. Shubhash R. Kamal, Whole-time Director who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommended his re-appointment.

Brief profile of the Director who is being re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

D. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and rules made thereunder and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations.

Further, all necessary declarations with respect to independence have been received from all the Independent Directors and also received the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company.

i. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Act read with Regulation 25(3) of the Listing Regulations, the Independent Directors met on March 03, 2025 without presence of Executive Directors and Management representatives. The Independent Directors discussed matter pertaining to the Companys affairs and functioning of the Board and presented their views to the Management of the Company. The Independent Directors at the said meeting.

a) reviewed the performance of Non-Independent Directors and the Board as a whole; b) reviewed the performance of Chairman of the Company based on the views of Executive and Non-Executive Directors; c) assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

ii. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company provide formal letter of appointment which inter alia explains role, functions, duties and responsibilities expected from him / her as a director of the company. The Familiarization programme helps to understand the companys business, functional areas, operations, industry, and regulatory environment. It ensures that they are well equipped to make informed decision to effectively fulfill their role in governance and oversight. The Familiarization programme for Independent Directors is disclosed on the Companys website ( www.effwa.co.in ) under Corporate Policies.

E. BOARD MEETINGS:

During the year under review, 7 (Seven) Board Meetings were held on 8th May, 2025 9th July, 2025, 28th August, 2025, 12th November, 2025, 22nd December, 2025, 6th February, 2026 and 13th March, 2026. The maximum interval between any two meetings did not exceed 120 days.

Name of Director	Category	No of Meetings which directors was entitled attend	No of Meetings attended	No. of Equity shares held in the company as on March 31, 2026.	Attendance at the last Annual General Meeting
Dr. (Mrs.) Varsha Subhash Kamal	Chairperson & Managing Director	7	7	8639611	Yes
Mr. Subhash Ramavtar Kamal	Whole-time director	7	7	8265550	Yes
Mr. Ravindra Nagendra Hanchate	Non-Executive Independent Director	7	7	NIL	Yes
Mr. Vijay Prahladbhai Vyas	Non-Executive Independent Director	7	7	NIL	Yes
Mr. Priyesh Bharat Somaiya	Non-Executive Independent Director	7	7	NIL	Yes
Mr. Bhavin Kirit Gor	Non-Executive & Non-Independent Director	7	7	NIL	Yes

F. COMMITTEES OF THE BOARD:

In terms of Companies Act, 2013, our Company has constituted the following Committees of the Board.

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee.

5. Tender committee

6. Advisory Committee

1. AUDIT COMMITTEE:

All members of the audit committee possess strong knowledge of accounting and financial management.

Composition of Audit Committee are mentioned below:

Sr No.	Name of Director	Designation	Category
1.	Mr. Priyesh Bharat Somaiya	Chairman	Non-Executive Independent Director
2.	Mr. Vijay Prahladbhai Vyas	Member	Non-Executive Independent Director
3.	Dr. Varsha Kamal	Member	Managing Director

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

Term of Reference

The powers, role and terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013. The role of the Audit Committee is to provide oversight over the accounting systems, financial reporting, and internal controls of the Company. Every Audit Committee shall act in accordance with the terms of reference specified in writing by the Board which shall, inter alia, include,

? Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

? Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

? Approving payments to statutory auditors for any other services rendered by the statutory auditors;

? Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Qualifications in the draft audit report;

? Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

? Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

? Review and monitor the auditors independence and performance, and effectiveness of audit process.

? Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

? Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

? Discussion with internal auditors any significant findings and follow up there on.

? Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

? Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

? To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

? To review the functioning of the Whistle Blower mechanism.

? Approval of appointment of CFO (or the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

? Approval or any subsequent modification of transactions of the company with related parties.

? Scrutiny of inter-corporate loans and investments.

? Valuation of undertakings or assets of the Company, whenever it is necessary.

? Evaluation of internal financial controls and risk management systems.

? Review of management discussion and analysis report, management letters issued by the statutory auditors, etc.

? Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

? Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision.

? Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

All the Members have been appropriately notified about their role and responsibilities, for being part of the Audit Committee of the Board, in line with Part C of Schedule II read with Regulation 18 as well as Regulation 23 Listing Regulations and Section 177 of the Companies Act 2013 and rules made there under.

The Committee acts as a link between the Statutory and Internal Auditors and the Board of the Company. During the Financial Year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors.

During the year, the Audit Committee met on 8th May 2025, 9th July 2025, 28th August, 2025, 12th November 2025, 3rd March 2026

2. NOMINATION AND REMUNERATION COMMITTEE

The Composition of Committee is as mentioned below:

Sr No.	Name of Director	Designation	Category
1.	Mr. Priyesh Bharat Somaiya	Chairman	Non-Executive Independent Director
2.	Mr. Vijay Prahladbhai Vyas	Member	Non-Executive Independent Director
3.	Mr. Ravindra N Hanchate	Member	Non-Executive Independent Director

Term of Reference

The terms of reference of the Nomination and Remuneration Committee inter-alia, include the following:

? formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

? for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: i) use the services of an external agencies, if required; ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and iii) Consider the time commitments of the candidates.

? Formulation of criteria for evaluation of Independent Directors and the Board;

? devising a policy on Board diversity;

? identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

? Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

? recommend to the board, all remuneration, in whatever form, payable to senior management;

All the Members have been appropriately notified about their role and responsibilities, for being part of the Nomination and Remuneration Committee of the Board, in line with Part D(A) of Schedule II read with Regulation 19 of the Listing Regulations and Section 178 of the Companies Act 2013 and rules made there under.

The Company has no pecuniary relationship or transaction with its Non-Executive and Independent Directors other than payment of sitting fees to them for attending the Board and Committee meetings.

During the year, the Committee met on 8th May 2025 and 12th November 2025

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of your Company has duly constituted Stakeholders Relationship Committee, pursuant to the requirements of Section 178 of the Act read with rules notified thereunder and listing Regulations.

The Committee addresses issues relating to the Redressal of grievances of shareholders including complaints related to transfer of shares, non-receipt of annual report and other related issues etc. in order to provide timely and efficient service to the stakeholders. The Composition of Committee in Committee meeting are mentioned below.

Sr. No.	Name of Director	Designation	Category
1.	Mr. Priyesh Bharat Somaiya	Chairman	Non-Executive Independent Director
2.	Mr. Vijay Prahladbhai Vyas	Member	Non-Executive Independent Director
3.	Mr. Subhash Ramavatar Kamal	Member	Whole Time Director

Term of Reference:

The terms of reference of the Stakeholders Relationship Committee inter-alia, include the following:

? resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

? review of measures taken for effective exercise of voting rights by shareholders;

? review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent;

? review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company; and

? Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

? approve, register, refuse to register transfer or transmission of shares and other securities;

? sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

? allotment and listing of shares;

? authorise affixation of common seal of the Company;

? issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;

? approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;

? dematerialize or rematerialize the issued shares;

? ensure proper and timely attendance and redressal of investor queries and grievances;

? carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time; and

? further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

All the Members have been appropriately notified about their role and responsibilities, for being part of the Stakeholders Relationship Committee of the Board, in line with Part D(B) of Schedule II read with Regulation 20 of the Listing Regulations and Section 178 of the Companies Act 2013 and rules made there under.

During the year, the committee met on 8th May 2025 and 12th November 2025

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Board has constituted the Corporate Social Responsibility Committee pursuant to section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee comprises of:

Sr No.	Name of Director	Designation	Category
1.	Dr. (Mrs.) Varsha Kamal	Chairperson	Managing Director
2.	Mr. Subash Ramavatar Kamal	Member	Whole Time Director
3.	Mr. Priyesh Bharat Somaiya	Member	Non-Executive Independent Director

Term of Reference:

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;

2. To review and recommend the amount of expenditure to be incurred on the CSR related activities to be undertaken by the company;

3. To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken the Company from time to time;

4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time.

All the Members have been appropriately notified about their role and responsibilities, for being part of the CSR Committee of the Board, in line with the provisions of Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the year, the committee met on 8th May, 2025, 12th November 2025 and 13th March 2026

G. BOARD ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, individual Directors, attendance, experience, expertise, contribution in decision making.

The evaluation of the working of the Board, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

H. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2026, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed and there had been no material departure. 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 as at 31st March 2026 and of the profit 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 preventing and detecting fraud and other irregularities. d. The directors have prepared the annual accounts 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 operating effectively; and f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

I. STATUTORY AUDITORS

M/s Jignesh Savla & Associates (Firm Regn. No. 127654W), Chartered Accountants, Mumbai have been appointed as Statutory Auditors of the Company, as per the applicable provisions of the Companies Act, 2013, at the 12th Annual General Meeting of the company held on 30th September 2025 for a term of 5 (Five) consecutive financial years, from the conclusion of the 12th Annual General Meeting till the conclusion of 17th Annual general meeting of the company.

The Company has received a confirmation from M/s Jignesh Savla & Associates, Chartered Accountants, Mumbai that they are not disqualified to act as the Auditors and are eligible to hold the office as statutory Auditors of the Company.

The Board of your company recommends the appointment of M/s Jignesh Savla & Associates, Chartered Accountants, Mumbai as statutory auditors for a term of five consecutive financial years from the conclusion of ensuing Annual General Meeting till the conclusion of 17th Annual General meeting of the Company in the Financial Year 2029-2030.

The audit report for the financial year 2025-26 does not contain any qualification, reservation or adverse remarks. Further, during the financial year 2025-2026, the Statutory auditors have not reported any instances of fraud to the Audit Committee or board as per Section 143(12) of the Act. The statutory auditors Report forming part of this Annual Report.

J. COST AUDIT

Maintenance of Cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to Company for the business activities carried out by the company during the year under the review.

K. SECRETARIAL AUDIT REPORT

As per the provisions of Regulation 24A of the SEBI Listing Regulations and on the basis of recommendation of Board of Directors, M/s. Yogesh D. Dabholkar & Co., Company Secretaries (ICSI Unique Code: S2005MH81300), Membership No. F6336, COP No. 6752) was appointed as a Secretarial Auditor of the Company at 12th Annual General Meeting of the company held on 30th September 2025 for a period of 5 (five) consecutive financial years, commencing from the Financial Year 2025-26 (i.e. 1st April, 2025) up to and including the Financial Year 2029-30.

M/s. Yogesh D. Dabholkar & Co., Company Secretaries has conducted the Secretarial Audit for the said financial year in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder. The Secretarial Audit Report for the Financial Year 2025-26 is attached herewith. The Secretarial Audit Report for the financial year 2025-26, contain qualification (Annexure C). During the financial year, the Secretarial Auditors have not reported any instances of fraud under section 143(12) of the Act.

L. OBSERVATION IN SECRETARIAL AUDIT REPORT:

The Board of Directors acknowledge the observations concerning the maintenance of the Structured Digital Database (SDD), as required under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

MANAGEMENT REPLY

The Company maintains an operational Structured Digital Database (SDD) covering Designated Persons, Connected Persons, and UPSI entries. To address minor delays observed in DP identification and log timing, the Company is enhancing its internal compliance protocols to mandate immediate, real-time logging of all UPSI sharing. The Management of the Company shall take the necessary steps to include update the list of designated persons.

M. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2026, on its website at https://www.effwa.co.in/annual-return.php

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

Conservation of energy is utmost significance to the company operations of the company are not energy intensive. However, every effort is made to ensure the optimum use of energy by using energy efficient computers, processes and other office equipment. Constant efforts are made through regular / preventive maintenance and upkeep of existing electric equipment to minimize breakdowns and loss of energy.

The information pursuant to Section 134(m) of the Companies Act, 2013 read together with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption is annexed hereto and forms part of this Report as Annexure D.

C. RISK MANAGEMENT POLICY

A key factor in determining a Companys capacity to create sustainable value is the risks that the Company is willing to take strategic and operational levels and its ability to manage them effectively.

Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focus on ensuring that these risks are identified on a timely basis and addressed. In our company, audit committee has an additional oversight in the area of financial risks and its controls. The management of the Company from time to time is identifying other major operational risks.

The provisions regarding the mandatory constitution of Risk Management Committee is not applicable to your Company.

d. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Policy for prevention of sexual harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

As required under the amended companies (Accounts) Rules, 2014, details of complaints received and resolved during the financial year ended 31st March, 2026 are as under:-

(a) Number of complaints pending at the beginning of the year - Nil (b) Number of complaints received during the year - Nil (c) Number of Complaints pending for more than 90 Days - Nil (d) Number of complaints disposed of during the year - Nil (e) Number of cases pending at the end of the year - Nil

e. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Board confirms that the Company has complied with all the provisions of the Maternity Benefit Act, 1961, including benefits relating to maternity leave, maternity compensation and protection from dismissal during maternity leave.

The Company is committed to providing a supportive work environment for women employees and ensures full adherence to statutory maternity benefits and workplace safety requirements.

f. DETAIL OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER IBC DURING THE FINANCIAL YEAR:

No application has been made under the Insolvency and Bankruptcy Code, 2016. Hence, the requirement to disclose the details of application made or any proceeding pending under the said code during the year along with their status as at end of the financial year is not applicable.

g. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

h. VIGIL MACHANISM/ WHISTLE BLOWER

The Company has established a Vigil Mechanism and oversees the genuine concerns expressed by the employees and other directors. Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairperson of the Audit Committee in exceptional cases. Vigil Mechanism (Whistle Blower) Policy has been hosted by the company on its website. Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy as approved by the Board, and has also been posted on the Companys website at https://www.effwa.co.in/corporate-policies.php

ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors wish to convey their deepest appreciation for the unstinted dedication, professionalism, commitment and resilience displayed by the Companys employees at all levels and business partners, customers, vendors etc. Your directors also wish to express their gratitude towards the shareholders for their continues trust, support and confidence.

FOR AND ON BEHALF OF THE BOARD
EFFWA INFRA AND RESEARCH PRIVATE LIMITED
DR. (MRS.) VARSHA KAMAL	MR. SUBHASH KAMAL
MANAGING DIRECTOR	WHOLE TIME DIRECTOR
DIN: 00270314	DIN: 00255160
Date:August 6, 2026
Place: Thane