Madhucon Projects Ltd Directors Report

1. FINANCIAL SUMMARY ( Rs.in Lakhs)

S. No.	Particulars	Standalone Year ended 31.03.2026 (Audited)	Standalone Year ended 31.03.2025 (Audited)	Consolidated Year ended 31.03.2026 (Audited)	Consolidated Year ended 31.03.2025 (Audited)
1	Income from Operations:
	(a) Net Sales/ Income from Operations	46407.81	58032.49	55177.12	67656.13
	(b) Other income	19738.99	27559.97	19967.77	33467.96
	Total Income	66146.80	85592.45	75144.89	101124.09
2	Expenses:
	(a) Cost of Materials Consumed	28736.58	47590.66	33308.05	53594.54
	(b) Changes in Inventory of Finished goods, Work-in-Progress and stock-in-trade	-	-	-	-
	(c) Employee benefits expense	-	-	1549.37	1812.86
	(d) Other expenses	1226.75	1459.99	35016.74	40480.74
	(e) Financial Costs	34912.12	37290.30	66.57	3884.20
	(f) Depreciation and amortization expense	249.93	570.55	52292.52	53111.73
	Total Expenses	65125.39	87132.57	122233.25	152884.07
3	Profit/(Loss) Before Exceptional Items (1-2)	1021.41	(1540.11)	(47088.36)	(51759.98)
4	Exceptional Items Share of (Loss) from Associated Co.,	-	-	-	-
	Profit/(Loss) Before Tax (3-4)	1021.41	(1540.11)	(47088.36)	(51759.98)
5	Tax Expense
	a) Current Tax	-	-	-	-
	b) Deferred Tax	(90.82)	564.30	(90.82)	564.30
6	Total Tax (a+b)	(90.82)	564.30	(90.82)	564.30
7	Net Profit/(Loss) After Tax (5-6)	1112.23	(2104.41)	(46997.54)	(52324.28)
	Profit/(Loss) after Tax after Share of Minority Interest & Associated Companies	1112.23	(2104.41)	(46997.54)	(52324.28)
8	i. Other Comprehensive Income	0.36	7.87	0.36	7.87
	ii. Amount not re-classifiable to P&L	-	-	-	-
	Share of Other Comprehensive Income transferred to Non-Controlling Interest	-	-	(2544.87)	(4803.78)
9	Total Comprehensive Income (7+8)	1112.59	(2096.53)	(44452.28)	(47512.62)
10	Paidup equity share capital (Face Value of Rs.1/-each)	737.95	737.95	737.95	737.95
11	Other Equity	50716.74	49604.15	(188629.62)	(147530.61)
12	(i) Earnings share of Rs.1/- each (not annualized)
	(a) Basic	1.51	(2.85)	(60.24)	(64.40)
	(b) Diluted	1.51	(2.85)	(60.24)	(64.40)

2. Extract of Annual Return: Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2021, the annual return as referred under section 134(3)(a) of the Act for the financial year ended 31st March, 2026 is available on the Company website at www.madhucon.com/investor/Annualreturn .

3. Indian Accounting Standards: The Company has followed Indian Accounting Standards and accounting principles generally accepted in India in preparation of financial statements for the financial year 2025-26.

4. Dividend: [Section 134(3)(K)] No dividend was declared on equity shares for the year ended 31.03.2026.

5. Board Meetings: The Board met 4 (Four) times during the financial year 2025-2026. The following are the dates of meeting convened in different Quarters of the financial year.

First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Meeting No.	Date	Meeting No.	Date	Meeting No.	Date	Meeting No.	Date
61	17-05-2025	612	09-08-2025	613	08-11-2025	614	07-02-2026

(Note: The numbers 61, 612, 613, 614 appear to be typographical errors in the source document, likely representing 6.1, 6.2, etc., or simply meeting sequence numbers. They have been transcribed as presented.)

6. Directors Responsibility Statement: Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, it is hereby confirmed: i. That in the preparation of annual accounts for the financial year ended 31st March, 2026; the applicable Accounting Standards have been followed along with proper explanation relating to material departures. ii. That the Directors have selected 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 or loss of the Company for that period. iii. That 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 frauds and other irregularities. iv. That the Directors have prepared the annual accounts for the year ended 31st March 2026 on a Going Concern basis. v. That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. vi. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. Adequacy of Internal Financial Control: The Company has structured and implemented framework for Internal Financial Controls (IFC) in terms of the explanation to Section 134(5) (e) of the Companies Act, 2013. The Board of Directors of the Company is of the opinion that the Company has sound IFC for the year 2025-26. The Company is continuously monitoring and identified the gaps if any, and implements improved controls wherever the effect of such gaps would have a material effect on the Companys operations.

8. Declaration from Independent Directors on Annual Basis: The Company has received Declarations of independence as stipulated under section 149(7) of Companies act 2013 and regulation 25 of the listing regulations from Independent directors confirming that he/she is not disqualified from continuing as independent Director, the same annexed to this report as ANNEXURE- A.

9. Nomination and Remuneration Policy: The Nomination and Remuneration Committee has laid down the policy for Remuneration of Directors, KMP & other Employees and the criteria has been formulated by the Committee for determining qualifications, positive attributes and independence of a Director. The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

10. Share Capital: The paid up share capital is Rs. 7,37,94,940/- of Rs. 1/- each. There were no other changes that have been made in the share capital of the Company during the year under review. The Details of Share Capital are given in the notes to the Financial Statements.

11. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

12. Related Party Transactions: The transactions entered with the related parties by the Company for the year under review with respect to rendering of services were on arms length basis and in the ordinary course of business. Hence Section 188(1) is not attracted to the Company. Thus disclosure in Form AOC- 2 is not applicable to the Company. There are no material related party transactions during the year under review with the promoters, Directors or Key Managerial Personnel.

13. Material Changes and commitments affecting the financial position of the Company: There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

14. Particulars regarding Energy Consumption, Technology Absorption and Foreign Exchange Earning and Outgo: The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished as ANNEXURE-1 to this report.

15. Risk Management: Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them.

16. Corporate Social Responsibility (CSR) Policy: Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend; a) The policy on Corporate Social Responsibility (CSR) and b) Implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy by the Board of Directors.

17. Formal Annual Evaluation: In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review.

18. Report on the Performance/Financial Position of the Subsidiaries Companies: The details containing the salient features of the consolidated financial statements of the subsidiary Companies are provided at Notes forming part of Consolidated Financial statements at Serial No. 2.37 as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

19. Consolidation of Accounts: In compliance with Regulation 33 of the SEBI (LODR) Regulations, 2015 and in compliance with the provisions of the Companies Act, 2013 and the Ind AS 28 Investments in Associates and joint ventures and Ind AS 110 Consolidated Financial Statements, Your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2026, duly audited by the Statutory Auditors which forms part of the Annual Report. The Annual Accounts of the Subsidiary Companies and the related information will be made available to shareholders, who may be interested in obtaining the same at any point of time as they have been kept for inspection by any shareholder at the Registered Office of the Company and also at its Subsidiary Companies.

20. Details of Directors and Key Managerial Personnel appointed and resigned during the Year. a) Change in Key Managerial Personnel during the year: NIL b) Change in Directors during the year:

1. Mr. Turlapati Venkata Sundara Jawaharlal Nehru appointed as Independent director of the Company w.e.f. 9th August, 2025.

2. Mr. P. Madhava Rao resigned from Independent Director of the Company w.e.f. 9th August, 2025.

3. Mrs. Ch. Lakshimi Kumari resigned from Independent Director of the Company w.e.f. 8th November, 2025

4. Mr. Samba Siva Rao Jasty resigned as Director (F&A) of the Company w.e.f. 20th February, 2026.

5. Mr. Ramadas Kasamani resigned from Independent Director of the Company w.e.f. 25th May, 2026.

21. CEO and CFO Certification: In accordance with the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Jt. Managing Director and Director Cum CFO of the Company have submitted a certificate for the year ended 31st March 2026 to the Board of Directors which forms part of the Annual Report.

22. Vigil Mechanism/Whistle Blower Policy: The Company has established Vigil Mechanism for Directors / Employees to report their genuine concerns or grievances. The Audit Committee of the Company oversees the vigil Mechanism through the Committee. It provides for adequate safeguards against victimization of directors/employees who avail of the mechanism. It also provides for direct access to the Chairman of the Audit Committee. In case of repeated frivolous complaints, the suitable action will be initiated by the Chairman of the Audit Committee.

23. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013: 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. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary trainees) are covered under this policy.

During the financial year 2025-26, the Company received no complaints on sexual harassment.

24. Deposits: The Company had not accepted or invited any Deposits and consequently no deposit has matured / become due for re payment as on 31st March 2026.

25. Audit Committee: Four meetings of the Audit Committee were held during the year. The details pertaining to composition of Audit Committee are included in the Corporate Governance Report.

26. Stakeholders Relationship Committee: The Committee focuses on shareholders grievances and strengthening of investor relations. The Committee coordinates the services of the Registrars and Share Transfer Agents. There were no complaints pending for redressal as at 31st March, 2026.

27. Statutory Auditors and their Appointment: At the thirty- second AGM held on September 29, 2022, the Members approved re- appointment of P. Murali & Co., Chartered Accountants (FRN 007257S) as Statutory Auditors of the Company to hold office for a period of four years up to conclusion of the thirty- sixth AGM to be held on 29th September 2026.

On the expiry of second term of P. Murali & Co., Chartered Accountants (FRN 007257S) retire from the Statutory Auditors of the Company and the Board of Directors, based up- on the recommendation of Audit Committee appointed M/s. B. Narsing Rao & Co LLP Chartered Accountants (ICAI Firm Registration No. S000149) as the Statutory Auditors of the Company to hold the office for a 1st term of 3 (Three) consecutive years w.e.f.01/07/2026 the conclusion of 36th AGM to the conclusion of 39th AGM to be held in the year 2029, subject to approval of the Members at the ensuing 36th Annual General Meeting of the Company.

28. Cost Auditors: The Board of Directors, on recommendation of Audit Committee appointed AS RAO & CO., Cost Accountants (Registration No. 000326) as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company pertaining to Works Contracts, Construction of Roads, etc. for financial year commencing on 1st April, 2026 and ending on 31st March, 2027.

29. Secretarial Auditors and Secretarial Audit Report: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s V. Madhumita and Associates, Company Secretaries (ACS 52965 and CP No. 19626) has been appointed as Secretarial Auditors of the Company for a period of 5 years from F.Y. 2025- 26 to 2029- 30 under SEBI (LODR) Regulations, 2015 and carried the Secretarial Audit and issued report thereon for the financial year ended 31st March, 2026 is annexed to this Report.

30. Listing With Stock Exchanges: The Companys securities have been listed with Bombay Stock Exchange (BSE), and National Stock Exchange (NSE). Listing fee has been paid to BSE and NSE within the prescribed time limit as set in Regulation 14 of Listing Regulations for the Financial Years 2026- 2027.

31. Particulars of Employees: The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. Depository System: As the Members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL) & National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Companys shares on CDSL or NSDL. The ISIN allotted to the Companys Equity shares is INE 378D01032.

33. Prevention of Insider Trading: Your Company has in place code of conduct to regulate, monitor and report trading by designated persons and code of practices and procedures for fair disclosure of unpublished price sensitive information which is in adherence to the SEBI (Prohibition of insider trading) Amendment Regulations, 2018. The disclosures received pursuant to this code and the Regulations are disseminated to the Stock Exchanges within prescribed time limit. The Report of compliance officer was placed before the Board. The code is available at the companys website at the following link www.madhucan.com .

34. Corporate Governance and Shareholders Information: As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance forming part of this Report, together with the Practicing Company Secretaries Certificate regarding the compliance of the conditions of Corporate Governance is given in a separate section in the Annual Report.

35. Appreciations: The Directors wish to express their appreciation for the assistance and continued co- operation received from the Central and State Governments, Banks, Financial Institutions, JV partners, clients, consultants, sub- contractors, Customers, Suppliers and also the Directors wish to thank all the employees for their dedicated contribution, support and continued co- operation throughout the year at all levels.

	For and on behalf of the Board of Madhucan Projects Limited,
	Sd/-
	(K. Venkateswarlu)
	Director cum CFO
Place: Hydrabad	DIN: 09713108
Date: 13.08.2026	Sd/-
	(Mohammad Shafi)
	Joint Managing Director
	DIN: 07178265