Esaar India Ltd Directors Report

To,
The Members,
Esaar (India) Ltd

Your Directors are pleased to present the 74th Annual Report of Esaar (India) Ltd together with Directors Report, Audited Financial Statements and Auditors Report for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS

Your Companys financial performance during the Financial Year 2025-26 is summarized below:

(Rs. in Lakhs except EPS)

Particulars	FY 2025-26	FY 2024-25
Income from operations	4070.88	1476.84
Other Income	107.73	412.23
Total Income	4178.61	1889.08
Depreciation & Amortization	20.07	20.07
Finance Cost	972.21	538.04
Other Expenses	1624.99	1486.87
Extraordinary Items	-	-
Profit/Loss After Depreciation & Interest & Extraordinary Items	1561.35	-155.91
Provision for Tax	556.17	83.93
Deferred Tax	-108.51	-15.44
Profit After Tax	1113.69	-224.40
EPS (Basic and diluted)	5.45	-1.10

2. RESULTS OF OPERATIONS

During the year under review, your Company has generated a revenue of Rs. 4070.88 lakhs as compared to Rs. 1476.84 lakhs in the previous year. Further, the Company has earned a Net Profit of Rs. 1113.69 lakhs as against the Net Loss of Rs. 224.40 lakhs in the previous year.

3. CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of business of the Company for the year under review. Further, information on the business overview and outlook and state of the affairs of the Bank is covered under the Management Discussion & Analysis section of the Annual Report.

4. CHANGE IN THE NAME OF THE COMPANY

During the year under review, there was no change in the name of the Company.

5. MATERIAL CHANGES OR COMMITMENTS

During the year, the open offer was made by M/s. Prabhat Capital Investments Limited ("Acquirer") for the acquisition of upto 53,15,050 (Fifty Three Lakhs Fifteen Thousand and Fifty Only) fully paid-up equity shares of the face value of ?10/- each, representing upto 26% (Twenty Six Percent) of the Voting Share Capital of Esaar (India) Ltd (the "Target Company") at an offer price of ?8/- (Rupees Eight Only) per Equity Share, from the Public Shareholders by the acquirer for the purpose of ("Offer" or "Open Offer").

6. CHANGE IN SHARE CAPITAL

During the Financial Year under review, the Authorized Share Capital of the Company was increased from Rs.61,50,00,000 to Rs.81,50,00,000 pursuant to the approval of the Members of the Company at the Extraordinary General Meeting held on March 23, 2026. Consequent to the aforesaid increase, the Authorized Share Capital of the Company stands at Rs. 81,50,00,000, comprising 8,15,00,000 Equity Shares of Rs.10 each.

7. TRANSFER TO RESERVE AND SURPLUS

Your Company decided not to transfer any amount to the Reserves for the year ended March 31, 2026.

8. DIVIDEND

With a view to strengthening the financial position of the Company, your Board has not recommended any dividend on shares for the FY 2025-26.

9. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

10. PUBLIC DEPOSITS

Your Company has been registered as a NBFC in terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Your Company is categorized as Non-Deposit taking Non-Banking Financial Company. The Company has not accepted/invited any deposits during the year from the public falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. BUY-BACK / SWEAT EQUITY / BONUS SHARES / EMPLOYEE STOCK OPTIONS

During the year, the Company has neither issued any shares including sweat equity, employee stock options or bonus shares nor has bought back its shares.

12. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

The Company has not issued any Debentures, Bonds or Non-Convertible Securities.

13. ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS

The Company has not issued any convertible warrants during the year.

14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES, IF ANY

The Company neither have any Subsidiary, Joint venture or Associate Company nor there are Companies/ Body Corporate which have become/ ceased to be subsidiary / Joint Venture / Associate during the FY 2025-26.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is put up on the Companys website at www.esaar.in.

15. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. B.L. Dasharda & Associates, Chartered Accountants (Firm Registration No. 112615W), were appointed as the Statutory Auditors of the Company by the Members at the 73rd Annual General Meeting, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the 78th Annual General Meeting of the Company, to be held for the Financial Year 2029-30.

16. INTERNAL AUDITOR

The Company has appointed M/s. Rao & Shyam, Chartered Accountants (Firm Registration No. 006186S) as the Internal Auditor of the Company for the FY 20245-26.

17. STATUTORY AUDIT REPORT

The Auditors Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation. The Company has already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, ("SEBI LODR") to the Stock Exchange.

18. COST AUDITOR REPORT AND COST RECORD

The Directors state that Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

19. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s. Shekhawat & Associates, Practicing Company Secretaries (Membership No: A34214; CP No. 12724), were appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the FY 2025-26, pursuant to Section 204 of the Companies Act, 2013, and rules

made there under. The Secretarial Audit Report for the FY 2025-26 forms part of the Annual Report. The Secretarial Audit report for the current year is self-explanatory, therefore does not require any further explanation.

20. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Company has Five (5) Directors consisting of -

One (1) Whole-Time Director, One (1) Director and Three (3) Non-Executive Independent Directors.

i. Independent Director:

Mr. Vaibhav Shastri has been re-appointed as an Independent Director of the Company at the Extra-Ordinary General Meeting of the Company held on March 23, 2026 to hold office for a second term of 5 (five) consecutive years on the Board of the Company.

ii. Executive Director/Whole-time Director:

Pursuant to the recommendations of the Nomination and Remuneration Committee, Mr. Shivanshu Pandey was appointed as Additional Director of the Company in the Board Meeting held on December 23, 2025 and has been regularized in the Extra Ordinary General Meeting held on March 23, 2026.

iii. Women Director:

Your Companys Board is represented by One (1) Woman Director, Ms. Dipti Shashank Yelve.

iv. Directors Retiring by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Companys Articles of Association, Mr. Bipin D Varma (DIN: 05353685), Director of the Company, retires by rotation at the forthcoming 74th Annual General Meeting and being eligible has offered himself for re-appointment.

v. Key Managerial Personnel:

During the FY 2025-26, Mr. Mithlesh Kumar Ayodhya Prasad Jaiswal resigned from the post of Chief Financial Officer of the Company with effect from June 30, 2025.

21. ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act, the Annual Return along with Notice of AGM is available on the website of the Company. The web link for the same is www.esaar.in.

22. FAMILIARIZATION PROGRAMME

Through the Familiarization programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Companys vision, core values, ethics and corporate governance practices. Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company at www.esaar.in.

23. INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company meets once in every financial year without the presence of Executive Directors and management of the Company. The role of the Independent Directors is as per the provisions of Companies Act, 2013, as well as the SEBI LORD.

24. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.

25. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK

The Independent Directors of the company are registered with Independent director databank.

26. NOMINATION AND REMUNERATION POLICY

An extract of the Companys policy relating to directors appointment, payment of remuneration and discharge of their duties is attached herewith as Annexure I. The policy is available on the website of the Company at www.esaar.in.

27. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board, the Independent Directors fulfil the conditions specified in SEBI LORD, and are independent of the management of the Company. The Independent Directors have complied with the code prescribed in schedule IV of the Companies Act, 2013.

28. MEETING OF BOARD OF DIRECTORS

Details of meeting of the board of Directors forms part of the Corporate Governance Report.

29. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Companies Act, 2013 and SEBI LODR, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors has expressed its satisfaction with the evaluation process.

30. PARTICULARS OF EMPLOYEES

The Directors and employees do not exceed the remuneration criteria prescribed in Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details attached as Annexure II.

The said information in detail is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished on request.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees given and investments made during the year, as required under Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, are given in the notes to the financial accounts forming part of the Annual Report.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The related party transactions as per AS 18 are given in the notes to the financial accounts and forms part of the Annual Report.

Pursuant to Section 188 (1) of the Act, particulars of contracts/arrangements entered into by the company with related parties is attached to the director report in as Annexure III. The Companys Policy on Related Party Transaction is available on the Companys website: www.esaar.in.

33. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE OUTGO

The information pertaining to Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3) (m) of the Companies Act, 2013,

read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure IV.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report is annexed in Annexure V.

35. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has adequate internal financial controls besides timely statutory audit and limited reviews of performance taking place periodically.

36. RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward trade-off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. The Board has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The web link for the policy is: www.esaar.in.

38. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, the Company is not required to form a CSR Committee as the value of amount to be spent does not exceed the threshold limit. Hence, the Board of Directors carry out the functions of the CSR Committee. The details of CSR activities is given in Annexure VI.

39. CORPORATE GOVERNANCE

The Company has complied with the provisions of Regulation 17 to 27 of the SEBI LODR, to the extent possible. A separate section on Corporate Governance forms part of the Directors Report as stipulated in SEBI LODR, is included in the Annual Report as Annexure VII.

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

The Company has a policy for prevention of sexual harassment as required under The Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted Internal Complaints Committee to redress complaints received and has complied with the provision relating to the same.

1. number of complaints filed during the financial year - None
ii. number of complaints disposed of during the financial year - None
iii. number of complaints pending as on end of the financial year - None

41. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditor and Secretarial Auditor of your Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During FY 2054-26, there were no significant or material orders passed by any court or tribunal impacting the going concern status and Companys operations in future.

43. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

The following changes took place in the Company between the end of Financial Year and the date of Board Report:

i. Mr. Dipesh B. Mistri was appointed as the Chief Financial Officer of the Company with effect from June 10, 2026.
ii. Company in its Board meeting held on June 10, 2026 approved the issuance of equity shares on a rights basis for an amount not exceeding 6000 lakhs ("Rights Equity Shares", and such issue, the "Rights Issue" or "Issue"), in accordance with the Companies Act, 2013, as amended and the rules made thereunder, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended and other applicable laws.

44. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR

During the Financial Year, M/s. Prabhat Capital Investments Limited ("Acquirer") entered into a Share Purchase Agreement ("SPA") with Mr. Dheeraj Shah, the promoter of the Company dated February 14, 2025. The Acquirer has agreed to purchase 6,34,688 Equity Shares representing 3.10% of the Voting Share Capital ("Sale Shares"), from the Promoter at Rs.5/- (Rupees Five Only) per Equity Share.

Pursuant to the Share Purchase Agreement ("SPA"), the Acquirer issued a Public Announcement ("PA") to the Public Shareholders of our Company for the acquisition of upto 53,15,050 (Fifty-Three Lakhs Fifteen Thousand and Fifty Only) fully paid-up equity shares of the face value of Rs. 10/- each ("Equity Shares") at an offer price of Rs. 8/- (Rupees Eight Only) per Equity Share, representing upto 26% (Twenty-Six Percent) of the Voting Share Capital of the Company.

The Open Offer process was completed in accordance with the applicable provisions of the SEBI SAST Regulations and other applicable laws. The requisite post-offer formalities have also been completed by the Acquirer/Company, as applicable.

45. POSTAL BALLOT

There was no resolution passed by Postal Ballot during the FY 2025-26.

46. EXTRA ORDINARY GENERAL MEETING

During the year, an Extra Ordinary General Meeting of the Members of the Company was held on Monday, March 23, 2026.

47. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THE REASON THEREOF

The trading of the Company has not been suspended.

48. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

As on March 31, 2026, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

49. 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

There is no one time settlement done with bank or any financial institution.

50. SECRETARIAL STANDARDS

During the FY 2025-26, the Company has complied with the applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India.

51. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. Appropriate accounting policies have been selected and applied consistently and the Directors 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 March 31, 2026 and of the profits of the Company for the year ended March 31, 2026;

iii. Proper and sufficient care was 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;
iv. The Annual Accounts of the Company have been prepared on going concern basis;
v. Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;
vi. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

52. ACKNOWLEDGEMENT

Your Directors take this opportunity to express deep and sincere gratitude to all the stakeholders of the Company.

Dipti Shashank Yelve

Independent Director

DIN:07148169

Place:Mumbai

Date:September04,2026