Harig Crankshafts Ltd Directors Report

To,

The Members,

The Board of Directors of the Company hereby present the Third (3^rd] Boards Report (Post-CIRP] of your Company along with the Audited Financial Statements for the year ended March 31, 2026.

CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) KEY HIGHLIGHT:

The Company was admitted into the Corporate Insolvency Resolution Process (“CIRP”] under the Insolvency and Bankruptcy Code, 2016 (“IBC”) pursuant to the order of the Honble NCLT, Allahabad Bench dated March 31, 2023.

The Resolution Plan submitted by Palika Towns LLP was approved by the Committee of Creditors and subsequently approved by the Honble NCLT, Allahabad Bench vide order dated April 17, 2024.

The implementation of the Resolution Plan was carried out in accordance with the terms and conditions of the plan approved by the Honble NCLT. The implementation was undertaken under the supervision of the Implementation and Monitoring Committee constituted pursuant to the approved Resolution Plan.

Accordingly, the Company has complied with the applicable requirements in relation to implementation of the approved Resolution Plan. The relevant orders and documents have been disclosed on the Companys website and with the stock exchange, as applicable.

FINANCIAL & OPERATIONAL PERFORMANCE HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 (Act], and SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 (Listing Regulations] the Company has prepared its financial statements as per Indian Accounting Standards (Ind AS] for the FY 2025-26. The highlights of the financial results of the Company, extracted from the financial statements for the FY 2025-26 and previous FY 2024-25, are as under:

Particulars	Year ended	Yearended
	March 31, 2026	March 31, 2025
Net Revenue from Operations	20,85,880.39	0.00
Other Income	0.00	11,390.70
Total Revenue	20,85,880.39	11,390.70
Profit before Depreciation, Finance Charges and Tax	16,00,661.82	(1,97,748.42]
Finance Costs	5,61,862.59	7,02,711.47
Depreciation & Amortization Expense	5,952.06	26,579.69
Exceptional Items	0.00	(45,06,369.37]
Profit Before Tax	10,32,847.17	(54,33,408.95]
Tax Provision
- Current	0	0
- Deferred	0	0
Profit After Tax	10,32,847.17	(54,33,408.95]
Other Comprehensive Income	0	0
Total Comprehensive Income	0	0

DIVIDEND

The Directors does not recommend any dividend for the year under review.

RESERVES AND SURPLUS

During the financial year under review, the company has not transferred any amount to Reserves. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review the Company has changed its Main Objects to real estate developer and civil engineering related services and accorded shareholders consent through Postal Ballot. The Amended Memorandum of Association with Altered Articles of Association are also available on the Companys website at www.harigcrankshafts.com .

FUTURE OUTLOOK

The Company was historically engaged in the business of manufacturing high-quality automotive crankshafts for various categories of vehicles, including passenger cars, light commercial vehicles, trucks and earth-moving equipment. However, the manufacturing operations of the Company remained discontinued since FY 2010-11.

Pursuant to the Resolution Plan submitted by Palika Towns LLP, which was approved by the Committee of Creditors on October 20, 2023 and subsequently approved by the Honble NCLT, Allahabad Bench vide order dated April 17, 2024, the Resolution Plan has been fully implemented.

Further, the members of the Company at the Extraordinary General Meeting held on December 7, 2024 accorded their approval for sale of Companys undertaking comprising land and building situated at C- 49, Noida Phase-II, Noida, Gautam Budh Nagar, Uttar Pradesh - 201305, admeasuring approximately 22,343.10 square metres, along with the plant and machinery situated thereat.

In view of the discontinuation of the erstwhile manufacturing business and the changes pursuant to implementation of the Resolution Plan, the Company has evaluated opportunities to diversify and establish a new business model. Accordingly, the Company has taken steps to change its Main Objects to include activities relating to real estate development and civil engineering-related services, as more particularly set out in the amended Memorandum of Association of the Company.

The Company believes that the proposed diversification will provide opportunities for sustainable growth and enable it to leverage emerging business opportunities in the real estate and civil engineering sectors. The Company will continue to evaluate viable opportunities and undertake its future business activities in accordance with applicable laws, regulatory requirements and available resources.

The amended Memorandum of Association and other relevant documents are available on the Companys website at www.harigcrankshafts.com

SHARE CAPITAL

The Authorised Share Capital and paid-up Share Capital of the Company was Rupees 50,00,00,000/- and Rupees 10,50,00,000/- respectively at the end of the financial year 2025-26.

There were no instances of issue of shares with differential voting right, buy back of shares or bonus issues of shares during the year.

DEPOSITS

During the year under review, the Company has not accepted any deposits from public within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits] Rules, 2014 or any other applicable provision(s), if any.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Companys Board have optimum combination of executive and non-executive directors which is in conformity with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements], 2015 with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.

CHANGES IN DIRECTOR AND KMP

Change in Key Managerial Personnel:

• Ms. Komal Agarwal has resigned from the designation of the Company Secretary and Compliance Officer of the Company with effect from the closing of business hours of June 10, 2025.

• Ms. Ayushi Gupta was appointed as Company Secretary and Compliance Officer of the Company with effect from August 20, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has, inter-alia, received the following declarations from all the Independent Directors confirming that:

• they meet the criteria of independence as prescribed under Section 149(6] of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

INDEPENDENT DIRECTORS MEETING

As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made thereunder, read with the Listing Regulations, the Independent Directors of the Company met amongst themselves without the presence of Non-Independent Directors and members of management. The details of the meeting are provided in the Corporate Governance Report, which is part of this Annual Report.

ANNUAL PERFORMANCE EVALUATION

Pursuant to provisions of the Companies Act, 2013 & rules made there under, the Board has carried out an annual performance evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its committees.

BOARD MEETINGS

During the period under review, all the board meetings were held in compliance with section 173 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements], 2015.

The Board of Directors met 12 (Twelve] times during the FY 2025-2026, details of which are provided in the Corporate Governance Report, forming part of the Annual Report.

AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements], Regulation, 2015, the Board has formed an Audit Committee w.e.f. 21.06.2024. Details of composition, meeting held and attendance thereat, are provided in the Corporate Governance Report, forming part of the Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements], Regulation, 2015, the Board has formed a Nomination and Remuneration Committee w.e.f 21.06.2024. Details of composition, meeting held and attendance thereat, are provided in the Corporate Governance Report, forming part of the Annual Report.

The policy of the company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3] of section 178 of the Companies Act, 2013 is available on companys website.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has in accordance with the provisions of Section 178(5] of the Companies Act, 2013 and Regulation 20 of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements] Regulation, 2015 constituted Stakeholder Relationship Committee w.e.f 21.06.2024. Details of composition, meeting held and attendance thereat, are provided in the Corporate Governance Report, forming part of the Annual Report.

SUBSIDIARY / ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIALSTATEMENTS

During the financial year under review, the Company was not having any subsidiary or joint venture or associate company in terms of the provisions of the Act. Hence, the Company is not required to prepare form AOC-1 with respect to performance of subsidiary or joint venture or associate company.

STATUTORY AUDITORS

M/s M.B. Gupta & Co, Chartered Accountants (FRN: 006928N] were appointed as the Statutory Auditors of the Company for a period of 5 consecutive years for the purpose of audit of the financial statements of the Company from FY 2021- 22 to FY 2025-26.

Accordingly, in terms of the provisions of Section 139(1] and 139(2)(b), it is proposed before the shareholders to re-appoint M/s M.B. Gupta & Co, Chartered Accountants (FRN: 006928N], as Statutory Auditor of the Company five consecutive years i.e., from FY 2026-2027 till the conclusion of the 8^th AGM to be held for FY 2030-2031.

AUDITORS REPORT

The Auditors Report read along with notes to accounts is self-explanatory and therefore does not call for further comments. The Auditors Report does contain Qualified Opinion.

Qualified Opinion

The Company has not filed Income tax Return from Assessment Year 2012-13 till Assessment Year 202324. Due to the absence of these tax filings, we are unable to obtain sufficient and appropriate audit evidence regarding the companys compliance with tax regulations, and any related financial impact thereof.

Management Remark

The qualified opinion expressed by the Auditors pertains solely to the period prior to the companys admission into the Corporate Insolvency Resolution Process. Accordingly, the present management is not responsible for the matters giving rise to such qualification and therefore, no comments or remarks are provided by the current management.

SECRETARIAL AUDITORS AND THEIR REPORT

In accordance with the Listing Regulations, the members on the recommendation of Board and Audit Committee have approved the appointment of M/s R&D Company Secretaries, Practising Company Secretary, as the Secretarial Auditor of the Company, for a term of 5 (five] consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30.

The Secretarial Audit Report issued by M/s R&D Company Secretaries, for the financial year ended March

31, 2026 is annexed herewith and marked as Annexure-A.

The Report does not contain qualification, reservation or adverse remark except the Following:

i. The Company was not in compliance with Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Rules 19(2) and 19A of the Securities Contracts (Regulation) Rules, 1957, with respect to maintenance of the prescribed minimum public shareholding during the period under review. The Company paid the fine levied in this regard on 14th October, 2025.

ii. The Company allotted 99,75,000 equity shares for cash on 15th July, 2024 pursuant to the Resolution Plan. Form PAS-3 in respect of the said allotment was subsequently filed with additional fees on 28th May, 2025 videSRNAB4276369.

iii. The Company allotted 5,25,000 equity shares for consideration other than cash on 15th July, 2024 pursuant to the Resolution Plan. Form PAS-3 in respect of the said allotment was subsequently filed with additional fees on 28th May, 2025 vide SRN AB3802170.

iv. The authorised share capital of the Company was modified by way of consolidation of the existing authorised share capital of Rs. 50,00,00,000 comprising 50,00,00,000 equity shares of Re. 1 each into 5,00,00,000 equity shares of Rs. 10 each, with effect from 15th July, 2024. Form SH-7 in respect of the said alteration was subsequently filed with additional fees on 28th April, 2025 vide SRN AB3649040.

v. The members of the Company, through Postal Ballot on 15th July, 2025, approved the adoption of a new Memorandum of Association in conformity with the provisions of the Companies Act, 2013. Form MGT-14 in respect of the said resolution was subsequently filed with additional fees on 10th September, 2025 vide SRN AB6640692.

Management Remark

i. The Company has received the Revocation approval and trading approvals from BSE vide letter dated July 1,2025 and July 2,2025 respectively. The Trading in the Companys shares commenced with effect from July 9, 2025. The Company only got a period of 5 days i.e. uptil 14th July 2025 to achieve the prescribed Minimum Public Shareholding. Further, the Company has successfully achieved the prescribed 10% Public Shareholding by offer for sale on 3^rd October 2025. The Company has paid the fine levied by BSE Limited.

ii. Form PAS-3 and Form SH-7 for allotment and consolidation were filed delay as the earlier forms filed with the ROC were rejected on technical grounds and consequently required re-filing. The delay was due to such rejection.

iii. Form MGT-14 was filed with a delay due to an inadvertent omission by the management in filing the same within the prescribed timeline. The form was subsequently filed with ROC.

COST RECORDS

During the financial year under review, the requirement of maintaining Cost Records under Section 148

of the Companies Act, 2013 are not applicable on the Company.

NOMINATION & REMUNERATION POLICY

The Board has approved and adopted a Remuneration Policy for Directors, Key Managerial Personnel and all other employees of the Company (“Remuneration Policy”].

As part of this policy, the Company will strive to achieve alignment between pay and long-term sustainable performance. The Remuneration Policy is available on the website of the Company and can be accessed via. https://www.harigcrankshafts.com/investors.html.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review the Company was not covered under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, is presented in a separate section, forms part of this Annual Report.

INTERNAL CONTROLS AND ITS ADEQUACY

The Audit Committee defines the scope and area of Internal Audit and periodically reviews the Internal Audit Plans and Internal Audit Reports.

During the Financial Year, Internal Audit was regularly carried out and no material weakness was observed. There are adequate Internal Financial controls with reference to the financial systems. Those are periodically reviewed by the Management, Board and Committees thereof.

The Company has designed and implemented an internal financial controls system, taking into account the key components of various critical processes, both physical and operational. This system includes design, implementation, maintenance, and periodic internal reviews to ensure operational effectiveness and sustainability. These controls ensure the orderly and efficient conduct of business, adherence to company policies, safeguarding of assets, prevention of errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The internal financial controls related to the financial statements are adequate and operating effectively.

The Audit Committee of the Board regularly reviews the adequacy and effectiveness of these internal controls, providing recommendations for improvements as needed.

The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended.

RISK MANAGEMENT

The Company is under process of developing a robust risk management framework, which identifies and evaluates business risks and opportunities and protect the interest of the shareholders and stakeholders. In the meantime, any major risks identified by the various functions are documented along with appropriate mitigating controls on a regular basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The detailed statement about Vigil Mechanism is provided in Corporate Governance Report which forms an integral part of this Annual Report.

The Whistle Blower Policy is available on the website of the Company at www.harigcrankshafts.com/investors.html.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

During the financial year under review, the Company has not advanced any Loan, Guarantee or made any Investment covered under the provisions of Section 186 of the Act during the financial year.

ANNUALRETURN

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at www.harigcrankshafts.com.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, the Company has no transaction with related parties which is required to be reported under Section 134 (3] (h) of the Companies Act, 2013 read with Rule 8(2] of the Companies (Accounts] Rules, 2014.

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

During the financial year ended March 31, 2026, the Company was not engaged in any manufacturing or other activities involving significant consumption of energy or technology absorption. During the year, the Company changed its business activities towards the real estate sector; however, no significant business or project activities were undertaken during the financial year.

Accordingly, the particulars relating to Conservation of Energy and Technology Absorption as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3] of the Companies (Accounts] Rules, 2014, are not applicable to the Company for the financial year under review.

Further, the Company had no foreign exchange earnings during the year and no material foreign exchange outgo during the financial year ended March 31, 2026.

PARTICULARS OF EMPLOYEES

The disclosure related to remuneration of directors and employees as required u/s 197(12] of the Companies Act, 2013 read with Rule 5(1] & 5(2]/(3] of Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 forms part of this report and marked as Annexure-B.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report as required under Listing Regulations.

Compliance Certificate from Practicing Company Secretaries regarding Compliance of Conditions of Corporate Governance annexed with the Report and marked as Annexure-E.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Save as otherwise provided in this report there were no significant material orders other than Orders mentioned in this Report which would impact the going concern status of the Company and its future operations were passed by the Regulators/ Courts/ Tribunals.

DIRECTORS RESPONSIBILITY STATEMENT

The Reconstituted Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3](c] read with section 134(5] of the Companies Act, 2013 and provisions of SEBI (Listing Obligation and Disclosure Requirement] Regulations, 2015 and in preparation of annual accounts for the financial year ended 31^st March, 2026 and state that:

• in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same.

• 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 March 31, 2026 and of the profit and loss of the Company for the year ended on that date.

• the Directors 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.

• the annual accounts of the Company on a going concern basis.

• the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provisions relating to the of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act. An Committee has been set up to address the complaints received regarding Sexual Harassment. Every Employee is made aware that the company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company.

The following is the summary of Sexual Harassment complaints received and disposed during the year 2025-2026.

No. of Complaints at the beginning of the Financial Year	Nil
No. of Complaints Received	Nil
No. of Complaints Disposed	Nil
No. of Complaints pending at the end of Financial Year	Nil

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 and that such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings” respectively.

LISTING

The Equity Shares of your Company are listed on the BSE Limited (BSE].

During the financial year under review the Exchange has issued notice dated 1 July 2025 informing Revocation of Suspension in trading of Equity Shares of the Company, further exchange issued notice dated 2 July 2025 informing trading members that trade in securities is allowed w.e.f July 8, 2025. During the financial year under review the trading/dealing in securities of the Company was restricted by the Stock Exchange.

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

During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12] of the Companies Act, 2013 and rules made thereunder.

STATEMENT ON MATERNITY BENEFIT ACT

The Company is in compliance with the provisions relating to the Maternity Benefits Act, 1961.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events happened on these items during the year under review:

• Issue of equity shares with differential voting rights or sweat equity or stock options.

• Fraud reporting by the auditors.

• 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.

• No application has been made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGMENT

Your Directors express their gratitude for the help, guidance and support received from the Lenders, Committee of Creditors and Monitoring professional as well as the statutory authorities. Your Directors and employees look forward to the future with confidence and stand committed towards creating a mutually rewarding future for all stakeholders.

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : Noida	Manoj Agarwal
Date: 01.09.2026	Chairman & Managing Director DIN:00093633