Future Market Networks Ltd Directors Report

On account of the registration of Sale Certificate, the Company is discharged from all the obligations and no amounts payable by the Company in any manner whatsoever.

Furthermore, the Company has also received a demand notice of INR 18,448.96 lakhs from Yes Bank Limited (lender) dated April 19, 2022 which is primarily demanded from Basuti Sales & Trading Private Limited (Basuti/Borrower) seeking repayment of the outstanding dues within 60 days from the receipt of the notice. The Company has pledged 3,830 equity shares of Riddhi Siddhi Mall Management Private Limited and secondary charge on immovable property of Big Bazaar (Ground + 1) situated at Rajpur- Hirpur, Ahmedabad. The fair value of the immovable property as at March 31,2023 was INR 6,267.00 lakhs. The Company has submitted its reply to the lender stating that the responsibility towards the outstanding debt claimed in the notice would be restricted only to the residual value of the mortgaged property vide its letters dated June 03, 2022 and August 30, 2022. The Bank had issued a notice under section 13(4) under the SARFAESI Act on November 10, 2022 for the 10 acre mall property of the company situated at Ahmedabad, Gujarat and therefore, the Company has filed a securitisation Application i.e. Future Market Networks Limited Versus Authorised Officer of Yes Bank Limited & Anr (S. A. (Lodging No.) 1 of 2022 before the Honble Debts Recovery Tribunal-I, at Ahmedabad) on December 26, 2022.

Yes Bank has now substituted to JC Flower as Yes Bank has assigned all its debt to JC Flower. JC Flower had filed an application u/s 14 of the SARFAESI Act and got an order for physical possession from the Chief Metropolitan Magistrate, Ahmedabad for taking physical possession of the 10 Acre Mall situated in Ahmedabad. Thereafter, an application for amendment was filed on behalf of the Company in the captioned Securitization Application and thereafter it was listed for arguments on the stay of the Physical possession. Accordingly, the JC Flower has now withdrawn their notice for taking physical possession of 10 Acre Mall.

Yes bank has also filed an Original Application Honble Debt Recovery Tribunal, New Delhi bearing no. TA/96/2022 for the loan extended to Basuti Sales & Trading Private & Brattle Foods Private Limited, FMNL is also a party to the same, a summon was issued by the Honble DRT on 20/11/2023. The company has filed its written submission to the same. The matter is now kept on 09.12.2024 for exhibition of documents.

FMNL had filed an IA 3861 of 2023 in Company Petition No. 527 of 2022 before the Honble NCLT, Mumbai Bench. The IA 3861 of 2023 had been filed against the Resolution Professional of Future Retail Limited ("FRL") under section 60(5) of the IBC for inter alia handing over peaceful possession of the premises of FMNL, known as "Akashganga Enclave" situated at 10 Acre Mall, Ahmedabad Cotton Mills Complex, Kankaria, Ahmedabad and for payment of the outstanding lease rental from the date of initiation of Corporate Insolvency Resolution Process of FRL. The RP of FRL has filed their reply to the IA 3861 of 2023.

However, vide Order dated 29.07.2024, the Honble Tribunal was pleased to admit the Corporate Debtor into Liquidation and accordingly appoint a Liquidator for the Corporate Debtor. In view thereof, FMNL filed Interlocutory Application to substitute the Resolution Professional of Corporate Debtor and implead the Liquidator as the Respondent in IA 3861 of 2023. The matter was listed on 19^th December 2024, when the Liquidator (Mr. Sanjay Gupta) appeared and submitted that the Lenders had passed a resolution on rents not to be paid as part of CIRP cost.

In the above contingent liabilities, if the borrower fails to repay the outstanding dues to the lender, the lender shall exercise all the rights available under the mortgage/pledge as above.

Pursuant to the Order dated March 18, 2025, passed by the Honble National Company Law Tribunal, Mumbai Bench, Court - II, in Interlocutory Application No. 3861 of 2023 for seeking directions to remove all the goods including perishable items belonging to corporate debtor and handover peaceful possession of the Ahmedabad premises and also to pay O/s lease rental.

As per Order dated March 18, 2025, the Honble Court passed order accordingly RP gave an undertaking that by 31.05.2025 they would hand over the physical possession of the premises and consider the claim of the FMNL in respect of rental dues in accordance with the law.

Accordingly on April 18, 2025, Future Market Networks Limited filed his claim in FORM-C for a sum of INR 16,51,41,173/- before official liquidator of FRL- Mr. Sanjay Gupta in connection with the liquidation of Future Retail Limited under the Insolvency and Bankruptcy Code, 2016.

FMNL and Basuti have filed SA against JC Flowers ARC under section 17 of the SARFAESI challenging the Section 13(4) Symbolic Possession Notice issued by JC Flowers in respect of the 10 Acres property in Ahmedabad.

The proceedings are pending as on the date of this report.

In an Arbitration proceeding before the sole Arbitrator, appointed by the Honble High Court of Calcutta, in respect of disputes arose out of termination of a license agreement related to a shopping mall, the Arbitrator has awarded a net amount of INR 1,290.52 lakhs to Mahaveer Constructions ("the Claimant") after allowing certain counter claims of the Company.

The Company filed a petition challenging the arbitration award u/s 34 of Arbitration and Conciliation Act, 1996 before the Honble High Court, Calcutta in relation to an award with respect to the licensed premises situated at Block B Puja Complex, known as Puja the Mega Mart at Jhargram Rd, Kharagpur. Claimant through its Proprietor has also challenged the aforesaid arbitration award and initiated proceedings towards the execution of the award for a balance sum of INR 2,041.31 lakhs [i.e. interest at 18% p.a. from date of the said award till November 30, 2021, before the Honble High Court, Calcutta. In this connection, the company filed a stay application, and the Honble Calcutta High Court passed an order dated September 23, 2022, in which a conditional stay was granted. Since this was a conditional stay, Execution Court proceeded with application and directed the Registrar, Original Side, High Court at Calcutta to invoke the bank guarantee valued at INR 650.00 lakhs and till now, transferred an amount of INR 581.00 lakhs to the bank Account of Mr. Surana.

The Company filed a Special Leave Petition, before the Honble Supreme Court and vide an order dated October 21,2022, stay was granted on the impugned orders dated September 23, 2022, and April 28, 2022, passed by Honble High Court, Calcutta wherein the company was asked to furnish additional securities towards interest for the post award period. Subsequently, on 10^th September 2024, the SLP was disposed off by the Honble Supreme Court allowed the stay till disposal of petitions by Honble High Court, Calcutta.

Final hearing of the applications filed by the parties under Sec 34 of the Arbitration and Conciliation Act, 1996 are in progress at Hon Calcutta High Court.

Apart from the above, there are no material changes affecting the financial position of the Company, subsequent to the close of FY25 till the date of this Report.

The Company is optimistically envisaging its business plan on the robust Indian economy. Since the consumption pattern is intact, the company anticipates a vibrant business outlook in relation to retail shopping Centres managed by the Company particularly during post pandemic periods.

During the financial year ended March 31,2025, your Company has achieved total Revenue (i.e. Revenue from Operations and Other Income) of INR 9688.78 Lakhs as against INR 9749.40 Lakhs for the previous financial year ended March 31,2024. Your Company has made a profit (i.e profit before tax) of INR 7993.86 Lakhs for the current financial year as against profit of INR 628.45 Lakhs for the previous financial year.

During the financial year ended March 31, 2025, your Companys consolidated Revenue stood at INR 10,767.96 Lakhs as against INR 10,797.69 Lakhs for the previous financial year ended March 31,2024. Your Company has made a profit (i.e profit before tax) of INR 7801.48 Lakhs for the current year as against INR 391.60 Lakhs profit for the previous financial year on a consolidated basis.

The exceptional items include amount pertaining to the profit calculated on the disposal of 2 (two) properties owned by the Company, but physical possession and ownership now taken over by the respective lenders, to whom the Company had given corporate mortgage of its property against the loan raised by the related party entity. The property situated at R-Mall, Mulund-West, Mumbai is taken over on May 07, 2024, by the Hero Fincorp Private Limited resulting in accounting of gain amounting to INR 4,670.74 lakhs. Also, property situated at 10 Acre Mall, Ahmedabad taken over by Yes Bank resulting in accounting of gain amounting to INR 3,440.54 lakhs. It also includes amounts written off, given as advance to a third party amounting to INR 505.05 lakhs.

The Company has recognized an exceptional loss amounting to INR 1,900 lakhs, attributable to the write-off of capital advances previously extended towards intended acquisitions of immovable property. Upon thorough evaluation and due diligence, these advances have been assessed as irrecoverable due to the non-materialization of the underlying transactions and the absence of enforceable claims for recovery. Accordingly, in adherence to the principles of prudence and in compliance with the applicable financial reporting framework, these non-recoverable advances have been derecognized from the Companys assets. The resultant charge has been classified as an exceptional item in the statement of profit and loss, reflecting its non-recurring and material nature.

The Company carried out a revaluation of its equity investment in Ashirwad Mall as part of its periodic financial review. Based on the revised assessment, the fair value of the investment was determined to be INR 21.66 lakhs. As a result, an impairment loss of INR 548.90 lakhs has been recognized in the financial statements. This adjustment has been made in compliance with the applicable accounting standards relating to the impairment of financial assets, ensuring the accurate representation of the Companys financial position.

The Companys lease asset classes primarily consist of leases for land and buildings. The Company adopted Ind AS 116, Leases and applied the standard to all lease contracts existing. Modified retrospective method has taken the cumulative adjustment to retained earnings, on the date of initial application.

In conformity with the provisions of Regulation 34 of Listing Regulations, the Cash Flow Statement for the year ended March 31,2025, has been provided in the Annual Report which forms part of this report.

During the year under review, your Company has not made any appropriations.

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

The Authorized Share Capital of the Company is INR 90,35,00,000/- (Indian Rupees Ninety Crores Thirty-Five Lakhs) divided into 9,03,50,000 equity shares of INR 10/- each and 5000 Preference Shares of INR 100/- each. There was no change in the authorized share capital of the Company during the financial year ended on March 31,2025.

The paid-up equity share capital as at March 31,2025 stood at INR 60,64,43,810 (Indian Rupees Sixty crores sixty four lacs forty three thousand eight hundred ten) divided into 60,64,43,81 equity shares of INR 10/- each as against INR 57,54,49,510/- (Indian Rupees Fifty seven crores fifty-four lacs forty-nine thousand five hundred ten) divided into 5,75,44,951 equity shares of INR 10/- as on March 31,2024.

During the year the Company has issued and allotted 31,00,000 equity shares of 10/- each at a price of INR 11.21/- per Equity Share (including a share premium of INR 1.21/- per Equity Share) through preferential issue.

During the year the company also issued and allotted 2,94,00,000 Share Warrants convertible into same number of equity shares at a price of INR 11.21/- per Equity Share (including a share premium of INR 1.21/- per Equity Share), on receipt of INR 2.8025 per warrant i.e., 25% of 11.21/- per share Warrant.

The Company has not issued any equity shares with or without differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The issued share capital of the Company as on March 31, 2025, is INR 60,64,49,510/- divided into 60,644,951 equity shares of INR 10/- each.

570 Equity Shares of the Company are kept in abeyance and the said shares will be allotted subsequent to completion of legal formalities to allot the original shares in Future Enterprises Limited (formerly known as Pantaloon Retail India Limited).

The subscribed and paid-up share capital of the Company as on March 31, 2025, is INR 60,64,43,810/- divided into 60,644,381 equity shares of INR 10/- each.

Pursuant to the approval granted by the shareholders at the eight Annual General Meeting held on September 20, 2016, your Company has formulated Future Market Networks Limited - Employee Stock Option Scheme 2016 (FMNL - ESOS 2016). The Scheme is in Compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time ("SEBI Employee Benefits Regulations").

Your Company granted 7,60,000 options to the eligible employees on May 25, 2018, under FMNL - ESOS 2016 at an exercise price of INR 85/- per equity share. These options can be exercised anytime within a period of three years from the date of vesting. 5,50,000 options granted lapsed on May 25, 2019, consequent to the resignation of an employee to whom Options were granted.

2,10,000 options granted to the eligible employees are vested. However, no vested options were exercised by the eligible employees. In terms of the FMNL - ESOS 201 6, the vested Options need to be exercised within a maximum period of 36 months from the date of vesting. The details of options lapsed are as below:

During the year under review:

i. 37,500 options lapsed due to not exercising the options within the stipulated time from the date of resignation by the employee to whom options were granted.

ii. The employee whose 15,000 options were eligible to exercise surrendered his options and waived off his rights in the said options on August 31,2025.

The entire options granted under FMNL - ESOS 2016 lapsed and is credited back in the ESOP Pool and is available for fresh granting. Fresh Grant of Options under FMNL - ESOS 2016

Your Company granted 15,30,000 options to the eligible employees on February 10, 2025, under FMNL - ESOS 2016 at an exercise price of INR 11.21 /- per options. These options can be exercised anytime within a period of three years from the date of vesting. The exercise price is fixed as the same price of the shares allotted to promoters and Investors in December 2024 is attached as Annexure 1.

The consolidated financial statements of the Company and its subsidiaries for FY 2024-25 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and as stipulated under Regulation 33 of SEBI LODR as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report.

Future Corporate Resources Private Limited (FCRPL) is undergoing Corporate Insolvency Resolution Process (CIRP). The National Company Law Tribunal (NCLT) admitted the company into CIRP on September 24, 2024, following petitions from Central Bank of India. Avil Jerome Menezes was appointed as the interim resolution professional. FCRPL is a promoter of the Company and as on March 31,2025, it holds 3,73,37,375 equity shares representing 61.57 % of the total paid-up equity capital of the Company.

A report highlighting the performance of each of the subsidiaries, associates and joint venture companies as per the Act, and their contribution to the overall performance of the Company is provided in the consolidated financial statement at note no. 4.

The Company has the following Subsidiaries, Associates and Joint Venture:

In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a statement in Form AOC-1 containing the salient features of the financial statements of the subsidiary companies is appended hereto as Annexure 2.

Based on the recommendation of the Audit Committee and Committee of Independent Directors of the Company the Board has approved Scheme of Amalgamation of Metawear Limited ("Transferor Company") with Future Market Networks Limited ("Transferee Company") on February 10, 2025, in accordance with Sections 230 to 232 and other applicable provisions of the Act read with the rules framed thereunder.

The Company has filed application for obtaining No-objections letters from both the stock exchanges namely BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The shareholders are advised to refer to the separate section on the Management Discussion and Analysis in this Report.

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 and that such systems are adequate and operating effectively.

Our corporate governance practices reflect our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we always gain and retain the trust of our stakeholders.

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under the SEBI LODR forms part of this Annual Report.

The Companys guiding principle for CSR is to build its relationship with stakeholders and the community at large and contribute to their long term social good and welfare. The Company, in every financial year, in line with the Companies Act, 2013, pledges to spend minimum 2% (two) of the average net profits made during the three immediately preceding financial years towards CSR initiatives.

The Company has constituted a Corporate Social Responsibility (CSR) Committee, and the current members of the Committee are comprising of Ms. Dimple Amit Somani, Independent Director, Ms. Priya Khandelwal, Independent Director and Mr. Sunil Biyani, NonExecutive Director. Ms. Dimple Amit Somani is the Chairperson of the Committee. The role of the Committee, inter alia, is to formulate and recommend to the Board, a Corporate Social Responsibility Policy, expenditure to be incurred on the CSR activities, an annual action plan in pursuance of its CSR policy etc.

The Companys CSR activities, inter alia, have traditionally focused on education, skill development, health, and environment.

The Companys commitment to CSR will be manifested by investing resources in any of the areas stipulated in Schedule VII to the Companies Act, 2013, as amended, from time to time. The Company gives preference to the local area and area around it where it operates for spending the amounts earmarked for CSR activities. During the year the provisions of spending on CSR activities are not applicable to the Company.

The composition of the Committee, brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure 3 of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The current policy is to have an appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on the date of this report, the Board consists of 6 Directors, 3 of whom are Independent Directors including 2 Woman Directors, 2 Non-Executive Directors and 1 Executive Director.

The composition of the Board as on the date of this Report is as under: -

We affirm that the remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company. Directors responsibility statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, alongside the work conducted by the internal, statutory and secretarial auditors, as well as external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the management and relevant board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31,2025, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) They have 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 at the end of the financial year and of the Profit of the Company for that period;

c) they have 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) they have prepared the annual accounts for the financial year ended March 31,2025, on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

A certificate has been received from M/s. Alwyn DSouza & Co, Company Secretaries, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority and the same is annexed to the corporate governance report.

The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairman of the Company was carried out by Independent Directors. Pursuant to the provisions of the Act, the Nomination, Remuneration and Compensation Committee (NRC) specified the manner of effective evaluation of the performance of the Board, its committees and individual Directors. In terms of manner of performance evaluation specified by the NRC, the performance evaluation of the Board, its committees and individual Directors was carried out by NRC and the Board of Directors.

Further, pursuant to Schedule IV of the Act and Regulation 17(10) of the Listing Regulations, the evaluation of Independent Directors was done by the Board of Directors. For performance evaluation, structured questionnaires, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflected high level of engagement of the Board of Directors and its committees amongst its members with the Company and its management and that they are fully satisfied with the same.

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The Company follows well-documented Standard Operating Procedures (SOPs). The operating effectiveness of various controls is periodically tested and deficiencies, if any, are promptly rectified.

During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

As on March 31,2025, the Audit Committee comprised of Three Non-Executive Independent Directors, namely Mr. Pramod Arora, Ms. Priya Khandelwal & Ms. Dimple Amit Somani, one Non-Executive Non-Independent Director, Mr. Sunil Biyani. Mr. Pramod Arora is the Chairman of the Committee.

All members of the Audit Committee possess strong knowledge of accounting and financial management. The Executive Director and Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.

Details of Committees of the Board of Directors along with their terms of reference, composition and meetings held during the year under review, are provided separately in the Corporate Governance Report, which forms part of this Annual Report.

The 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 Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The vigil mechanism provides adequate safeguards against victimization and multiple channels for reporting concerns including an option for escalations, if any, to the Chairperson of the Audit Committee of the Company.

The Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. The Board of Directors of the Company has formulated a Risk Management Policy which aims at minimizing the risk and enhancing the value and reviews the elements of risks with regard to the business.

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.

• The Auditors Report for financial year 2025 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

• As required under SEBI (Share Based Employee Benefits) Regulations, 2014, the auditors certificate on the implementation of share-based schemes in accordance with these regulations will be made available at the AGM.

The shareholders of the Company, at the 12^th Annual General Meeting held on September 29, 2020, had appointed S K Patodia & Associates LLF, Chartered Accountants, Mumbai (ICAI Firm Registration No. 1 12723W), as the Statutory Auditors of the Company to hold office until the conclusion of the 17^th Annual General Meeting, to be held in the calendar year 2025, to conduct the audit of the Companys financial statements, at a remuneration mutually agreed upon with the Board of Directors.

As the term of the current Statutory Auditors is set to conclude at the ensuing Annual General Meeting, the Company is in the process of evaluating eligible audit firms for appointment as new Statutory Auditors, in compliance with applicable laws and regulatory requirements.

The Auditors Report issued by S K Patodia & Associates LLF, Chartered Accountants, for the financial year ended March 31,2025, does not contain any qualification, reservation, or adverse remark. The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments from the Board.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities of the Company.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. Alwyn Jay & Co., Company Secretaries, Mumbai, [Firm Registration No: P2010MH021500] [Peer Review Certificate No. 5936/2024], a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, the Board has appointed Mr. Alwyn DSouza of M/s. Alwyn DSouza & Company, Practicing Company Secretary (Membership No. 5559 / Certificate of Practice No.5137) to conduct the secretarial audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025, issued by Mr. Alwyn DSouza of M/s. Alwyn DSouza & Company, Practicing Company Secretary (Membership No. 5559 / Certificate of Practice No.5137) is annexed herewith and marked as Annexure 4 to this Report. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

Suhani Mall Management Company Private Limited (Suhani) is the material unlisted subsidiary of the Company for the financial year ended March 31, 2025. In terms of Regulation 24A of Listing Regulations read with Section 204 of the Companies Act, 2013, Secretarial Audit of the material unlisted subsidiary has been conducted by Practicing Company Secretary and the said report has also been annexed as Annexure 5. None of the said Audit Reports contain any qualification, reservation or adverse remark or disclaimer.

The particulars of loans, guarantees, and investments have been disclosed in the financial statements.

All contracts/ arrangements/ transactions entered by the Company during the Financial Year ended March 31, 2025, with related parties were valued on an arms length basis and in the ordinary course of business and approved by the Audit Committee consisting of Independent Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route.

As per the SEBI Listing Regulations, if any Related Party Transactions (RPT) exceeds 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement, whichever is lower, would be considered as material and would require Members approval. In this regard, during the year under review, the Company has taken necessary Members approval.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. As required under Section 134(3)(h) of the Companies Act, 2013 the disclosure of Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, in Form AOC-2 that were entered during the year by your Company is appended as Annexure 6 which forms part of this Report

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the Listing Regulations are given in the Financial Statements.

Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as of the Balance Sheet date. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations are provided in the standalone financial statement at note no. 32.

During the year under review, no credit rating was obtained by the Company from any credit rating agency.

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future during the period under review. Other relevant details are provided in the notes to the standalone financial statements.

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, Company has neither declared any dividend nor there are outstanding amount of unclaimed dividends which were liable to be transferred to the IEPF.

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure "7".

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities based on market capitalization. The said regulation is not applicable for the Company during the period under review.

None of the Directors receive remuneration from holding or subsidiary companies apart from sitting fees wherever applicable. Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under section 67(3) read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

The Company has a zero-tolerance policy for sexual harassment in the workplace. It has adopted a comprehensive policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace, in alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. An Internal Committee (IC) has been established.

During the year under review, no complaints were received by the Company under Anti-Sexual Harassment Policy.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31,2025 and the date of this Report, other than those disclosed in this Report under the head "Disclosures under section 134(3) (l) of the Act" above.

As per Regulation 34 (3) read with Schedule V of the Listing Regulations, declaration stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management is enclosed as Annexure 8.

As per Regulation 34 (3) read with Schedule V of the Listing Regulations, the auditors certificate on corporate governance is enclosed as Annexure 9 to the Boards report. The auditors certificate for financial year 2025 does not contain any qualification, reservation or adverse remark.

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosure to be made while dealing with shares of the Company as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

Your Company has taken appropriate insurance for all assets against foreseeable perils.

The Company has entered into Listing Agreement with BSE Limited (BSE) and The National Stock Exchange of India Ltd. (NSE) in terms of the Regulation 34 (3) read with Schedule V of the Listing Regulations, and the listing fee for the year 2025-26 has been paid.

Your Companys equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31,2025, 94.82% of the equity shares of the Company are held in dematerialised form.

Subject to the applicable provisions of the Act, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents and shall be provided upon receiving specific request from members.

Your Company gives significant emphasis on improvement in methods and processes in its areas of Construction and Development.

The information as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2025 with respect to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo has been annexed to this Report as Annexure 10 which forms an integral part of this report.

The directors express their earnest gratitude to all the customers, business partners, bankers, and auditors for their continued support and association with the Company. We also wish to thank the Government and all statutory authorities for their unwavering support and co-operation and place on record our appreciation of the dedication and hard work of the employees, individually and collectively, in the overall progress of the Company during the year.

The directors would like to particularly thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

The statements forming part of the Directors Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of Board of Directors