Lancor Holdings Ltd Directors Report

DIRECTORS REPORT

TO THE MEMBERS

Dear Member(s),

Your Directors have great pleasure in presenting the Forty First (41^st) Annual Report on the business and operations of your company together with Audited Financial Statement including Consolidated Financial Statement for the financial year ended 31^st March 2026 and the Auditors report thereon.

FINANCIAL SUMMARY AND HIGHLIGHTS

			(Amount in lakhs)
	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Total Revenue	19,393.01	18,636.90	20,539.49	19,215.09
Expenditure	14,632.94	17,205.89	15,861.01	18,195.48
EBITDA	7,254.02	3,630.52	7,459.96	3,349.47
Interest	2,179.41	1,915.44	2,447.25	2,024.49
Depreciation	339.51	284.06	359.21	305.39
EBT or Profit/(Loss) before Tax	4,735.10	1,431.02	4,653.50	1,019.60
Current Tax (Earlier Years)	900.11	402.16	892.78	464.72
Deferred tax	(228.02)	108.85	(284.35)	87.80
EAT or Profit /(Loss) after tax	4,063.00	920.02	4,045.07	467.09
ADD: Other Comprehensive Income	2.01	2.68	2.01	2.68
LESS: Non-Controlling Interest
Total Comprehensive Income	4,065.01	922.69	4,047.08	469.76
ADD: Balance Brought from PY	10,753.21	9,976.51	10,226.22	9,902.45
Available for appropriation	14,818.22	10,899.20	14,273.30	10,372.21
LESS: Dividend	147.10	145.99	147.10	145.99
LESS: Tax on Dividend
Balance Carried to Balance sheet	14,671.12	10,753.21	14,126.20	10,226.22

FINANCIAL OVERVIEW STANDALONE & CONSOLIDATED

During the financial year 2025-26, the company on a standalone basis, registered a total revenue of Rs. 19,393 lakhs as compared to Rs.18,637 lakhs in the previous year resulting in an increase of 4.06%. On the consolidated level in the current financial year the company made revenue of Rs 20,539 lakhs as against Rs. 19,215 lakhs in FY 2024-25, resulting in a rise of 6.89 %.

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARY AND ASSOCIATE BUSINESS OVERVIEW

BUSINESS OVERVIEW:

The Company continues to be engaged in the business of property development and there is no change in the nature of its business since last AGM. As stated in the last Directors report the Companys involvement is mostly in residential properties and plotted land development where the company has found good traction.

The Company continues to be engaged more vigorously in the re-development of city properties and it is all the time engaged in discussions with housing societies with a view to add new project.

As stated in the last Directors report the major supply comes to the company in the re-development segment from private housing societies which are 30 to 35 years old and in the case of Housing Board apartments they tend to be older. In the case of re-development projects the companys financial investment tends to be more manageable since the commitment is only towards construction cost and payment for premium FSI.

The company is actively scouting for management of third party projects to earn project management fees which will lead to handsome rewards.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT.

I) Menon Eternity:

1) The Honourable Supreme Court of India, have decided in the matter of the companys claim for ownership of 4% floors of the premium building known as "Menon Eternity" developed by the company in favour of the company which has had the effect of company assuming complete control of the property with the legal titles to the property.

2) As of date of writing this report the company has sold 2D floors out of 4D floors at a good price.

3) The company is actively pursuing the sale of the remaining two floors as soon as possible so that the company will fully exit from the ownership of this building soon.

4) The proceeds of these sales are being applied to reduction of debt and acquisition of new properties wherever opportunities present itself.

II) Town & Country Harmonia:

1) Town & Country-Harmonia Pavilion apartments are fast proceeding towards completion of construction and barring unforeseen circumstances, the construction is expected to be completed by November or December of this year. The offtake has been relatively slow, but, since the company has offered "Harmonia" in the apartment format, for the first time, this is quite natural. The company is sure to market the balance flats by March 2027 at a good price.

2) The Companys Harmonia Senior villas phase-II is sold out. There is clearly a good demand for villas in the Harmonia Senior Format and hence the company has now taken up some more land it owns for the purpose of launching Phase-III.

3) Harmonia Duplex Villas where the villas are built with one additional level has not had good traction and now the company will put special emphasis in marketing the same.

4) The company feels that it can construct and market substantial residential space, as apartments and villas in the destination "Sriperumbudur" as it gets get more prominence and more families come to live there.

5) The company has signed agreements for the redevelopment of three apartment complexes in Chennai city. One of these projects has already received the necessary RERA approvals for construction and sales, and the market response has been positive. The company is quite certain that the other two projects will also have overwhelming response from the market.

DIVIDEND AND RESERVES

Your Directors are pleased to recommend a Final dividend of Rs. 0.30/- per equity shares of the face value of Rs. 2/- each (@15%) out of the profits, for the financial year ended March 31, 2026 and shall be subject to deduction of income tax at source to those shareholders whose names appear in the registers of members as on the record date. Last year, your company had paid a dividend of Rs. 0.20 per equity share of Rs. 2/- each. No amount was transferred in the General Reserve during the reporting year.

SHARE CAPITAL

As on 31^st March, 2026, the authorized share capital of the Company was 08,06,00,000 (Rupees Eighteen Crores and Six Lakhs only). Pursuant to the merger of Lancor Maintenance & Services Limited, the wholly owned subsidiary, with Lancor Holdings Limited, in accordance with the Order passed by the Honble National Company Law Tribunal (NCLT), Chennai, dated 27^th April, 2026, the authorized share capital of the Company increased to 09,06,00,000 (Rupees Nineteen Crores and Six Lakhs only).

During the year the company has allotted 5,55,000 equity shares of the face value of Rs. 2/- each to the eligible employees of the Company upon exercise of the Options vested with them under ‘Lancor Employee Stock Option Scheme — 2024. The said shares will rank pari-passu with the existing shares of the Company in all respect.

Consequent to the above allotment the subscribed, issued and paid-up equity share capital of your Company as on March 31, 2026 stood at 7,35,50,560 shares.

CAPITAL AND DEBT STRUCTURE

During the year, your company has issued equity shares by way of preferential issue and secured debentures through private placement basis which are provided in detail as below:

PREFERENTIAL ISSUE

The Board of Directors of the Company, at its meeting held on March 28, 2025, approved the issuance of 33,33,330 warrants convertible into equity shares, on a preferential basis, to Mr. R V Shekar, Promoter & Managing Director and Mrs. Shyamala Shekar, Promoter of the Company, for an aggregate issue size of Rs. 9,99,99,900/- only, which was subsequently approved by the shareholders by way of special resolutions passed at the 1^st Extra-ordinary General Meeting (FY 2025-26) held on 26^th April, 2025. Pursuant to the above approvals, the Board of Directors, through resolution by circulation dated 13th June 2025, allotted 33,33,330 warrants of face value of Rs.2/- each at an issue price of Rs. 30/- per warrant (including a premium of Rs.28/-), aggregating to Rs. 9,99,99,900/-, to aforesaid specific promoters. An amount equivalent to 25% of the consideration was received upfront, with the balance 75% payable upon exercise of the warrants.

DEBENTURES

Your company has issued and offered of Non-Convertible Debentures by way of private placement & allotted 1500 (One Thousand Five Hundred) senior, secured, unlisted redeemable, non-convertible debentures of the face value of INR. 100,000/- (Indian Rupees One Lakh Only), for an aggregate nominal amount of up to Rs.15,00,00,000/- (Rupees Fifteen Crores Only) in tranches to M/s. Sundaram Alternates (through its High Yield Secured Real Estate Fund III ).

EMPLOYEES STOCK OPTIONS:

Your Company has formulated and adopted "Lancor Holdings Limited Employees Stock Option Scheme 2024" for the eligible employees of the company and that of its subsidiary companies / associate companies in terms of regulations/ Guideline issued by Securities and exchange Board of India (SEBI). The members of the Company vide EGM on 27^th March,2024 had approved the said ESOP scheme 2024 to extend the benefits of ESOP to all eligible employees of present/ future employees of company/ subsidiary companies/ associate companies. The maximum number of shares Covering the Scheme not exceeding 01 (one) million shares to implement the ESOP Scheme 2024 and shall vest based on the achievement of defined annual performance as determined by the administrator (NRC committee).

Disclosures with respect to Stock Options, as required under Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are annexed herewith as Annexure — 9 to this report and available on the Companys website.

The Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available at the ensuing Annual General Meeting (AGM), electronically.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e., (a) Networth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs.1,000 crore or more; or (c) net profit of the company to be Rs.5 crore or more. As the net profit of the Company was more than Rs. 5 Crores for the financial year 2024-2025, the Company had an obligation to spend at least 2% average net profits of the Company made during the three (3) immediately preceding financial years in pursuance of the CSR policy and the applicable provisions of the Act and the rules made thereunder.

The Annual Report on CSR containing particulars as specified in Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is included in Annexure- 10.

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

During the year the company successfully won the case with regard to the commercial property "Menon Eternity" in the Honourable Supreme Court of India about which reference has already being made in the earlier paragraph.

The Company also won the case with regard to acquiring one additional floor in the corporate office building of the company measuring about 5162 sq.ft. The Honourable High Court in Delhi was pleased to pass an order to hand over the possession of the property to the company and in this regard the company is awaiting the arrival of the Official Liquidator to open the premises. The company will use this premises for the purpose of its business.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of Executive Chairman who is a promoter of the Company along with Five other Non-Executive Directors which includes four Independent Directors. The Company has two Women Directors who are also Non-Executive and Independent.

The composition of the Board of Directors is in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 and Section 149 of the Companies Act, 2013.

B. Meetings

The Board of Directors duly met seven (7) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. In respect of all such meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015.

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 12th December, 2025.

C. Re-appointment of Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. S. Sridharan (DIN: 01773791) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Mr. S. Sridharan (DIN:01773791) retiring by rotation.

Brief resume of the Director proposed to be re-appointed has been provided in the Notice convening the Annual General Meeting. Specific information about the nature of his expertise in specific functional areas and the names of the companies in which he holds Directorship and membership / chairmanship of the Board Committees as per regulation 26 (4) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 have also been included.

D. Committees of the Board

Your company has duly constituted the committees as required under the Companies Act, 2013 read with applicable Rules made there under and the SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015;

At present, following are the committees of the Board;

^ Audit Committee

^ Nomination and Remuneration Committee

^ Stakeholders Relationship Committee

^ Corporate Social Responsibility Committee

^ Banking, Finance & Operations Committee

The details of composition of each committee, terms of the reference and number of meetings held during the year under review are given in the Corporate Governance Report annexed to this report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

E Directors Responsibility Statement

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. at 31^st March, 2026 and of the loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

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

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

G. Changes in Directors and Key Managerial Personnel

During the year under review, there was no change in composition of Board and of Key Managerial Personnel of the Company.

The Nomination and Remuneration Committee, after considering the performance evaluation of Mr. S. Vasudevan (DIN: 01567080), Independent Director, and taking into account his knowledge, acumen, expertise, experience, significant contribution, and continued commitment of time, recommended his reappointment for a second term of five (5) consecutive years.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the reappointment of Mr. S. Vasudevan as an Independent Director for a second term of five (5) consecutive years, commencing from 13th November, 2026 and ending on 12th November, 2031, subject to the approval of the Members by way of a Special Resolution, as set out under Item No. 5 of the Notice convening this Annual General Meeting.

H. Declaration by Independent Directors

The Company had received necessary declaration from each independent director under Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

I. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year

The Board of Directors have evaluated the Independent Directors during the year 2025-26 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

J. Details in respect of Frauds

The Auditor Report does not have any statement on suspected fraud in the company operations to explain as per Sec. 134(2)(ca) of the Companies Act 2013.

AUDIT RELATED MATTERS

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations 2015 and the provision of Section 177(8) read with Rule 6 of the companies (Meeting of Board and its Powers) Rules, 2014, the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee consists of three "Non-Executive-Independent Directors" as members having adequate financial and accounting knowledge. The composition, procedures, powers and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of any recommendations such as related party transactions or such other recommendations.

B. Statutory Auditors and Statutory Audit Report

In line with the requirements of Section 139(2) the Companies Act, 2013, M/s. G M Kapadia & Co., Chartered Accountants (Firms Registration No. 104767W) was appointed as Statutory Auditor of the Company at the 38th AGM held on August 9, 2023 to hold office from the conclusion of the said meeting till the conclusion of the 43rd AGM to be held for F.Y. 2027-28.

The statutory Auditors Report forms part of the Annual Report. The Auditors Report issued by the Statutory Auditors, M/s. G M Kapadia & Co., on the Standalone and Consolidated Financial Statement for the financial year ended 31^st March, 2026 are with unmodified opinion, self-explanatory and do not call for any further comments.

The Statutory Auditors Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

C. Secretarial Auditors:

Pursuant to the provisions of Sections 179(3), 204 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s A. Mohan Kumar & Associates, Practicing Company Secretaries, [Peer Review Certificate No 6842/2025] was appointed as Secretarial Auditors of the Company, for a period of 5 (five) consecutive financial years, commencing from FY 2025-26 to FY 2029-30, to carry out Secretarial Audit.

The Secretarial Audit Report in Form No. MR.3 issued by M/s. A. Mohan Kumar & Associates, Practicing Company Secretaries, Chennai does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/ comments of the Board. The Secretarial Audit Report is annexed as Annexure-1 forming part of this Annual Report.

D. Cost Auditor & Cost Records

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. The Board of Directors of the Company, on the recommendation of the Audit Committee, approved the appointment of M/s. B Y & Associates, Cost Accountants (Firm Registration No. 003498) as the Cost Auditor of the Company to conduct audit of cost records of the Company for relevant products as prescribed under the Companies (Cost

Records and Audit) Rules, 2014 for the Financial Year 2026-27. In terms of the Companies Act and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members was set out in the Notice of the 41^st AGM of your Company.

E. Internal Financial Controls

There were adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

F. Internal Audit

Pursuant to provisions of Section 138 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Board of Directors have appointed M/s. VGJ & CO, Chartered Accountants, Chennai as the Internal Auditors of the Company for the financial year 2026-27.

POLICY MATTERS

A. Nomination and Remuneration Policy

The Company recognizes and embraces the benefits of having a diverse Board of Directors and sees increasing diversity at the Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. It is recognized that a Board comprised of appropriately qualified people with a wide range of experience relevant to the business of the Company is important to achieve effective corporate governance and sustained commercial success of the Company. At a minimum, the Board shall consist of at least one-woman Director. All Board appointments are made on merit, in the context of the skills, experience, independence, knowledge and integrity which the Board as a whole requires to be effective.

The Nomination, Remuneration and Governance Committee of the Board of Directors has formulated a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Policy is available on the website of the Company at https://lancor.in/investors/#corporateCodes-and-Policies.

B. Risk Management Framework

Pursuant to section 134 (3)(n) of the Companies Act, 2013 & regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Company is entrusted with the task of monitoring and reviewing the risk management plan and procedures from time to time. The Company has developed and implemented risk management framework detailing the various risks faced by the Company and methods and procedures for identification, monitoring and mitigation of such risks. At present the Company has not identified any element of risk which may threaten the existence of the Company.

C. Corporate Social Responsibility Policy

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure— 10 to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report.

D. Vigil Mechanism

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section 177(9) read with Rule 7 of the companies (Meeting of Board and its Powers) Rules 2014 the Company had duly established a Vigil Mechanism for stakeholders, Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Audit Committee of the Company oversees the vigil mechanism. The Company affirms that no personnel have been denied direct access to the Chairperson of the Audit Committee.

The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. The Policy is available on the website of the Company https://lancor.in/investors/#corporateCodes-and-Policies.

E. Disclosure under The Sexual Harassment of Women at work place (Prevention Prohibition and Redressal) Act, 2013

Your Company is an equal employment opportunity employer and is committed to creating a healthy work environment that allows employees to perform their duties free from prejudice, gender bias and sexual harassment. The Company upholds the principle that all employees are entitled to be treated with dignity and respect. Sexual harassment, whether occurring within the workplace or outside in cases involving employees is considered a serious offense and is subject to strict disciplinary action.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been established to address and resolve complaints related to sexual harassment.

During the year under Review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the details of the complaints during the year are provided hereunder:

(a) Number of complaints of sexual harassment received in the year-NIL

(b) Number of complaints disposed of during the year-NIL

(c) Number of cases pending for more than ninety days — NIL

The Policy is available on the website of the Company at https://lancor.in/investors/#corporateCodes-and-Policies.

F. Statement of Complaince with respect to maternity benefit under the chapter-vi of social security code, 2020 (Formerly under Maternity Benefit Act 1961)

The Company has complied with the provisions of the Chapter-VI of Social Security Code, 2020 (Formerly Under Maternity Benefit Act 1961), and the rules made thereunder. All eligible women employees have been extended the benefits as prescribed under the Act, including maternity leave, nursing breaks, and other applicable entitlements. The Company remains committed to providing a supportive and inclusive workplace that ensures the health, safety, and well-being of all employees, particularly women during maternity.

OTHER MATTERS

A. Debentures:

The Company has issued debentures & allotted 150 Non-Convertible debentures to M/s. Sundaram Alternates (through its High Yield Secured Real Estate Fund III).

B. Bonus Shares:

No bonus shares were issued during the year under review

C. Deposits:

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as of the balance sheet date.

D. Preferential issue:

The Board of Directors of the Company, at its meeting held on March 28, 2025, approved the issuance of 33,33,330 warrants convertible into equity shares, on a preferential basis, to Mr. R V Shekar, Promoter & Managing Director and Mrs. Shyamala Shekar, Promoter of the Company, for an aggregate issue size of Rs. 9,99,99,900/- only, which was subsequently approved by the shareholders by way of special resolutions passed at the 1^st Extra-ordinary General Meeting (FY 202526) held on 26^th April, 2025. Pursuant to the above approvals, the Board of Directors, through resolution by circulation dated 13th June 2025, allotted 33,33,330 warrants of face value of Rs.2/- each at an issue price of Rs. 30/- per warrant (including a premium of Rs.28/-), aggregating to Rs. 9,99,99,900/-, to aforesaid promoters. An amount equivalent to 25% of the consideration was received upfront, with the balance 75% payable upon exercise of the warrants.

E. Buy back of securities:

The Company has not bought back any of its securities during the year under review

F. Sweat equity:

The Company has not issued any Sweat Equity Shares during the year under review.

G. Employees stock options:

The Company has formulated and adopted the Lancor Holdings Limited Employees Stock Option Scheme, 2024 (ESOP 2024) for the benefit of eligible employees of the Company and its subsidiary and associate companies, in accordance with the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and other relevant laws and regulations.

The Members of the Company, at the Extraordinary General Meeting (EGM) held on 27 March 2024, approved the ESOP 2024, enabling the grant of stock options to eligible existing and future employees of the Company and its subsidiary and associate companies.

Under the ESOP 2024, 1,000,000 (One Million) equity shares equity was issued pursuant to the exercise of stock options. The vesting of options shall be based on the achievement of defined annual performance criteria, as determined by the Nomination and Remuneration Committee (NRC), which acts as the Administrator of the Scheme. The performance parameters and vesting conditions shall be determined by the Administrator from time to time in accordance with the provisions of the Scheme.

During the reporting period, the Nomination and Remuneration Committee of the Board of Directors of the Company has approved the allotment of 5,55,000 equity shares to eligible employees of the company upon exercise of stock option under.

Lancor Holdings Limited Employee Stock Option Scheme 2024 at an exercise price of Rs.2/- per option.

The disclosures required under the Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are provided in Annexure-9 to this Report.

H. Shares with Differential Rights:

The Company has not issued any shares with Differential Rights for the year under review.

I. Rights Issue:

The Company has not issued any shares under Rights offer for the year under review.

J. Borrowings

The Company has outstanding borrowings of Rs 9,499.40 lakhs during the Financial Year ended 31^st March, 2026

K. Transfer to Investor Education and Protection Fund

As required under the provisions of Sections 124(5) and 125(2)(c) of the Companies Act, 2013, dividends pertaining to the Financial Year 2017-18 which were lying unclaimed with the Company for the past seven years was transferred to the Investor Education and Protection Fund.

The details of unclaimed dividend transferred to the Investor Education and Protection Fund has been detailed in the Corporate Governance Report forming part of the Annual Report.

L. Human Resources

Employee relation continues to be cordial and harmonious at all levels and in all departments of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication.

Number of employees as on 31^st March, 2026 was 150, which include 22 women employees.

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure-2 to the Boards Report.

M. Credit Rating:

During the reporting period, there was no change in the Companys credit ratings. The long-term bank facilities continued to be rated ‘CARE BB; Stable by CARE Ratings, while the short-term bank facilities continued to carry a ‘CARE A4 rating throughout the financial year.

N. Listing:

Your Company is listed on BSE Limited (BSE) & National Stock Exchange of India Limited (NSE), Mumbai with the scrip code 509048 and symbol LANCORHOL. During the reporting period, the Company obtained approvals from both BSE and NSE for the listing of 5,55,000 equity shares of face value ^2 each, issued pursuant to the exercise of stock options under the Lancor Holdings Limited Employee Stock Option Scheme 2024.

O. Code of Corporate Governance:

In compliance with the requirement of Regulations 24 to 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed report on Corporate Governance is annexed to this report as Annexure — 3 from M/s. A. Mohan Kumar & Associates, Practicing Company Secretaries.

Further, a certificate as required (pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015) from M/s. A. Mohan Kumar & Associates, Practicing Company Secretaries stating that none of the directors are disqualified under Section 164 of the Companies Act, 2013 or any other provisions are attached in Annexure-4 as part of the Annual Report.

P. Code of Conduct:

In compliance with requirement of regulations 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Companies Act, 2013 the Company has laid down a Code of Conduct (Code) for all the Board Members and Senior Management Personnel of the Company. The Code is also posted on the Website of the Company https://properties. lancor.in/wp-content/uploads/2022/11/code-of-conduct.pdf. All the Board Members and Senior Management Personnel have affirmed their compliance with the Code for the financial year ended 31^st March, 2026. A declaration to this effect signed by Mr. J. M. Chandrasekar, Chief Executive Officer of the Company forms part of this report.

Q. Management Discussion and Analysis Report:

In accordance with the requirement of the Listing regulations, the Management Discussion and Analysis Report is presented in a separate section of this Annual Report as Annexure 5.

R. The Annual Return:

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026, will be made available on the website of the Company at https://lancor.in/investors/#fiAnnual-Return.

S. Particulars of Loans, Guarantees and Investments

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments given by the Company under Section 186 of the Companies Act, 2013 is detailed in (Note No. 2.20 and 2.06) Notes to Standalone Financial Statements

T. Subsidiaries, Joint Ventures and Associates:

As on 31^st March, 2026, your Company had two wholly owned subsidiaries viz. Lancor Maintenance & Services Limited and Lancor City Developer Limited (formerly known as Lancor Infinys Limited) and a Joint Venture viz. Central Park West Venture.

Pursuant to the order passed by the Honble National Company Law Tribunal (NCLT), Chennai Bench, dated 27 April 2026, Lancor Maintenance & Services Limited, the wholly owned subsidiary (the "Transferor Company"), has been amalgamated with Lancor Holdings Limited (the "Transferee Company") in accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013, read with the rules made thereunder.

A gist of financial highlights/performance of these companies is contained in Form AOC-1 and forms part of this report and annexed as Annexure-6. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiary on its website https://lancor.in/investors/#fiFinancials-of-Subsidiaries and copy of separate audited financial statements of its subsidiary will be provided to the shareholders at their request.

U. Related Party Transactions:

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee for approval on quarterly basis, for the transactions which are of a foreseen and repetitive nature. The Board of Directors of the Company has, on recommendation of the Audit Committee adopted a policy to regulate the transactions between the Company and its related parties in compliance with the applicable provisions of the Companies Act, 2013 and rules made there under and the Listing Agreement.

During the year, the Company has not entered into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. These Policies have been uploaded on the website of the Company at https://lancor.in/wp-content/uploads/2025/05/Policy-on- Related-Part-Transactions-1.pdf the related party transactions undertaken during the financial year 2025-26 are detailed in Notes (Note No.4.14) to Accounts of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in form AOC-2 is appended as Annexure-7 to the Boards Report.

V DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Your Company is having 75,555 Equity Shares in Unclaimed suspense Account in lieu of Bonus shares held by Eligible Shareholders in physical form as on Record Date during the year under purview.

W. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable.

X. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Nil

OTHER DISCLOSURES

a. Green initiatives

Electronic copies of the Annual Report 2025-26 and Notice of the Fory first (41^st) Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website (https://lancor.in/investors/)

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Listing Regulations, the Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. The instructions for e-voting are provided in the notice.

b. Details in respect of frauds reported by auditors under sub section (12) of section 143 other than those which are reportable to the Central Government

There is no such fraud required to be reported under section 143(12) of the companies Act, 2013.

c. Compliance with the provisions of Secretarial Standards

The company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI) and such systems are adequate and operating effectively.

During the financial year under review the company was in compliance with secretarial standards i.e. SS-1 and SS-2 relating to "Meeting of Board of Directors" and "General Meetings" respectively.

d. Proceeding under Insolvency and Bankruptcy Code, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31 March, 2026

e. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof: Nil

f. Additional Information to Shareholders

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Companys website (https://lancor.in/investors/) on a regular basis.

ACKNOWLEDGEMENT

The Directors would like to place on record their sincere appreciation to the Companys customers, vendors, and bankers, viz., The CSB Limited, City Union Bank Limited, LIC Housing Finance Limited, Axis Finance Limited, HDFC Bank Ltd., IDBI Bank Limited, Axis Bank Limited and Sundaram Alternate Assets Limited for their continued support to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the Government of India, the State Government and other government agencies for their assistance and cooperation and look forward to their continued support in future.

Finally, the Board would like to express its gratitude to the members for their continued trust, cooperation and support.

Place: Chennai
Date : 12th August, 2026
	For and on behalf of the Board of Directors of
	LANCOR HOLDINGS LIMITED
	RV Shekar	S. Sridharan
	Managing Director	Director
	DIN:00259129	DIN: 0177379