Popular Estate Management Ltd Directors Report

BOARD OF DIRECTORS REPORT

To,

The Members,

POPULAR ESTATE MANAGEMENT LIMITED

With an immense pleasure, the Board of Directors of your Company "POPULAR ESTATE MANAGEMENT LIMITED" are delighted to present the 32^nd Annual Report on business and operations of the Company together with the Audited Standalone Financial Statements for the Financial Year ended 31^st March, 2026.

FINANCIAL PERFORMANCE FOR THE FINANCIAL YEAR 2025-26:

The summarized comparison of Audited Standalone Financial Performance of the Company for the Financial Year 2025-26 and the Financial Year 2024-25 is given below:

	(Rs. In Lakhs except per equity shares)
	Standalone
	Financial Year	Financial Year
Particulars	2025-26	2024-25
	(FY 2026)	(FY 2025)
Revenue from Operations	0.00	0.00
Other Income	0.00	46.58
Total revenue	0.00	46.58
Operating Profit (Before Finance Cost, Depreciation & Amortisation and Exceptional items and Tax Expense)	0.00	-18.73
Less: Finance Cost	0.00	0.00
Profit before Depreciation & Amortisation and Exceptional items and Tax Expense	0.00	-18.73
Less: Depreciation & Amortisation	0.30	16.77
Profit before Exceptional and Extraordinary item and Tax	-29.22	-35.50
Less: Exceptional items (Impairment Loss)	0.00	0.00
Profit before Tax	-29.22	-35.51
Less: Net Current Tax Expense pertaining to current year	0.00	0.00
Less/(Add): Tax Adjustments of earlier year	0.00	0.00
Less/(Add): Deferred Tax	0.00	0.00
Profit (loss) after Tax	-29.22	-35.51
Share of Profit/ (loss) from associate	0.00	0.00
Net profit after tax and share of profit/(loss) from Associate	0.00	0.00
Other Comprehensive income/(loss) Net of tax	0.00	0.00
Total Comprehensive income/(loss) Net of tax	-29.22	-35.51
Earnings per share for continuing operation
Basic	-0.21	-0.25
Diluted	-0.21	-0.25

DIVIDEND:

In view of loss, your directors do not recommend any dividend for the financial year ended, 31^st March, 2026.

TRANSFER TO RESERVE& SURPLUS:

The net loss of the company for F.Y. 2025-26 Rs. -29.22 Lakhs.

COMPANYS PERFORMANCE AND STATE OF AFFAIRS:

On a standalone basis, the revenue from operations for FY 2025-26 was Nil. Net loss after tax for FY 2025-26 was Rs. 29.22 Lakhs against the previous years Net loss after tax of Rs. 35.51 Lakhs.

On standalone basis Earnings per Share for FY 2025-26 was Rs. (-0.21) against the previous years Earnings per Share of Rs. (-0.25).

The Company definitely provide better results to the shareholders in upcoming year via better performance.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The Annual Standalone Audited Financial Statements for the Financial Year 2025-26, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Schedule III of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the Act") and in accordance with applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter referred to as the "Listing Regulations").

In accordance with the provisions of Section 136(1) of the Act, the Company has placed on its website www.popularestatemanagement.in the below:

• Annual Report of the Company including Standalone Financial Statements for the Financial Year 2025-26.

These documents will also be available for inspection during working hours at the Registered Office of the Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

CODES OF CONDUCT:

The Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" (hereinafter known as "Codes of Conduct") for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnels of the Company which includes Promoters, Promoter Group, KMPs, Directors, Heads and such other employees of the Company and others as may be approved by the Board of Directors from time to time based on the fact of who are expected to have access to unpublished price sensitive information.

The Codes of Conduct of the Company lays down guidelines advising the Designated Personnels on procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them of consequences of violations Further, the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. A declaration in regard to compliance with the Codes of Conduct for the Financial Year 2025-26 has been received by the Company from the Director and is duly annexed to the Corporate Governance Report, which forms part of this Annual Report. The Codes of Conduct are placed on the website of the Company www.popularestatemanagement.in.

QUALITY INITIATIVE:

The Company continues to sustain its commitment to the highest levels of quality, superior product management and mature business continuity management. Our customer-centricity, process rigor and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

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, subsequent to the close of the FY26 till the date of this Report.

SHARE CAPITAL:

During the period under review, there has been no change in the authorised share capital and paid-up share capital of the Company. The authorised share capital of Equity Shares of the Company which stands at Rs. 45,00,00,000/- (Rupees Forty-Five Crore only) divided into 4,50,00,000 (Four Crore fifty lakhs) equity shares of Rs. 10/- each and paid-up share capital of Equity Shares of the Company Rs. 14,00,02,000/- (Rupees Fourteen Crore Two Thousand only) divided into 1,40,00,200 (One Crore Forty Lakhs Two Hundred) equity shares of Rs. 10/- each respectively.

LISTING INFORMATION:

The Equity Shares in the Company are continued to be listed with BSE Platform. The ISIN No. of the Company is INE370C01015. The Annual Listing fees for the year 2026-27 has been paid.

DEPOSITS FROM PUBLIC:

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in design and operation.

Mr. Alpesh Shah is the internal auditor of the Company for the F.Y. 2025-26 who conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is processed to design to review the adequacy of internal control checks in the system and covers all significant areas of the Companys operations. The Audit Committee reviews the effectiveness of the Companys internal control system.

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES:

The Company does not have any holding, subsidiary and associate Company during the period of Reporting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are as under:

Sr. No. Particulars	Comments
(A) Conservation of energy
(i) The steps taken or impact on conservation of energy;	NA
(ii) The steps taken by the Company for utilizing alternate sources of energy;	Nil
(iii) The capital investment on energy conservation equipment	Nil
(B) Technology absorption
(i) The efforts made towards technology absorption	NA
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;	Nil
(iii) In case of imported technology (import during the last three years reckoned from the beginning of the financial year :
(a) the details of technology imported	Nil
(b) the year of import	N.A.
(c) whether the technology been fully absorbed	N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
(iv) The expenditure incurred on Research and Development	Nil

 

(C) Foreign exchange earnings and Outgo	Inflow (In Lakhs.)	Out Flow (In Lakhs.)
The Foreign Exchange earned in terms of actual inflows during the year and the	Nil	Nil
Foreign Exchange outgo during the year in terms of actual outflows

INDUSTRIAL RELATION:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

As per Provisions of Section 152 of the Companies Act, 2013 Mr. Het Dashrathbhai Patel is liable to retire by rotation and is eligible for re-appointment.

At the core of corporate governance practices is the Board of Directors who oversees how the management serves and protects the long-term interests of all the stakeholders of the company. The Board of Directors of your Company are fully committed to steer the organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of sustainable growth and development.

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Also, pursuant to Schedule V(C)(10)(i) of SEBI (LODR) Regulation, 2015; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

Further, all the Independent Directors of the Company have given declarations as required under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015.

In compliance to the aforesaid MCA Notification No. G.S.R. 804(E) dated 22nd October, 2019 which was effective from 01^st December, 2019, all the Independent Directors of your Company have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration of their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA). They have also submitted a copy of registration certificate to the Company as a proof of registration.

In accordance with the provisions of the Companies Act, 2013 read with Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard - 2 as issued by the Institute of Company Secretaries of India and in terms of the Memorandum and Articles of Association of the

Company, the brief resume, nature of expertise, details of directorships held in other companies of the Directors concerned to the agenda items along with their shareholding in the Company, is stated in the Notice convening the 32^nd Annual General Meeting of your Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

During the financial year following changes took place in the Board Structure of the Company:

(a) In order to enhance the involvement of the professionalized personnel in Management of the Company, to create enduring guidance for the Company and to continue maintaining the diverse and independent Board for ensuring good governance practices, on recommendations of Nomination and Remuneration committee and Board of Directors at their meeting held on 30^th August,2025 has considered and approved the appointment of Mr. Shaishav Kaushik Shah, Mr. Jignesh Shirish Vasavada and Mr. Vishalkumar Rameshbhai Patel as an Non-Executive additional Independent Director of the Company and confirmed as director in 31^st AGM.

In the opinion of the Board, Mr. Shaishav Kaushik Shah, Mr. Jignesh Shirish Vasavada and Mr. Vishalkumar Rameshbhai Patel is a person of integrity, possess requisite qualifications, expertise, experience (including the proficiency) and fulfils requisite conditions as per applicable laws and is independent of the management of the Company.

Mr. Sureshbhai Natverlal Patel, Mr. Rameshbhai Revabhai Patel and Mr. Mehul Bhagawatprasad Patel resigned as an independent director w.e.f. 30^th August,2025.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company are as follows: ^•

• Mr. Vikram Patel, Chief Financial Officer

• Ms. Kapila Shardul Tikke, Company Secretary and Compliance Officer

During the financial year there were following change in the KMPs of the Company:

• Ms. Kapila Shardul Tikke appointed as Company Secretary and Compliance Officer of the company w.e.f. 24^th April, 2025 and resigned as Company Secretary and Compliance Officer of the company w.e.f. 31^st August,2025.

• Ms. Sonia Mayur Kulkarni appointed as Company Secretary and Compliance Officer w.e.f. 1^st September,2025.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, 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 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 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 Companies Act, 2013 and Rules made thereunder 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;

(e) The directors had laid down internal financial controls to be followed by the company and that 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 effectively.

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

During the Financial Year under review, the Board of Directors of the Company met for 15 (Fifteen) times for various agenda items of the Company, the same which were circulated well in advance to the Board. These were held on April 01, 2025, April 24, 2025, May 20, 2025, May 29, 2025, June 26,2025, July 15,2025, August 14,2025, August 30,2025, September 04,2025, October 10,2025, November 10, 2025, January 05,2026, February 11,2026, February 20,2026 and March 18, 2026. The interval between any two meetings was well within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the directors during the year are given below.

Name of the director	Category	No. of Board Meetings Held & Entitled to Attend	No. of Board Meetings Attended
Mr. Vikram Chhaganlal Patel	Manager, CFO and Director	15	15
Mr. Het Dashrathbhai Patel	Director	15	15
Mrs. Saritaben Natwarbhai Patel	Director	15	15
Mr. Sureshbhai Natverlal Patel*	Independent Director	8	8
Mr. Rameshbhai Revabhai Patel*	Independent Director	8	8
Mr. Mehul Bhagawatprasad Patel*	Independent Director	8	8
Mr. Shaishav Kaushik Shah**	Independent Director	7	7
Mr. Jignesh Shirish Vasavada **	Independent Director	7	7
Mr. Vishalkumar Rameshbhai Patel**	Independent Director	7	7

* Resigned w.e.f. 30.08.2025.

** Appointed w.e.f. 30.08.2025.

COMMITTEES OF THE BOARD:

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee to look into various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and also delegate powers from time to time.

AUDIT COMMITTEE:

The Audit Committee comprises of non-executive Independent Director and Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2025-26, Nine (9) meeting of audit committee held on April 01,2025, April 24,2025, May 20,2025, May 29,2025, June 26,2025, August 14,2025, September 04,2025 November 10, 2025, and February 11,2026.

The Composition of Audit Committee and the details of meetings attended by the members during the year are given below.

Sr. No. Name of the Director	Status in Committee Nature	Nature of Directorship	No of Meetings Held & entitled to Attend	No of Meetings attended
1. Mehul Bhagawatprasad Patel*	Chairman of committee	Non-Executive and Independent Director	6	6
2. Sureshbhai Natverlal Patel*	Member	Non-Executive and Independent Director	6	6
3. Vikram Chhaganlal Patel	Member	Director	9	9
4. Shaishav Kaushik Shah**	Chairman of committee	Non-Executive and Independent Director	3	3
5. Jignesh Shirish Vasavada**	Member	Non-Executive and Independent Director	3	3

* Resigned w.e.f. 30.08.2025.

** Appointed w.e.f. 30.08.2025.

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2025-26, two meeting of the Nomination and Remuneration Committee met on April 24, 2025 and August 30,2025.

Sr. No. Name of the Director	Status in Committee Nature	Nature of Directorship	No of Meetings Held & Entitled to Attend	No of Meeting s attended
1. Rameshbhai Revabhai Patel*	Chairman of committee	Non-Executive and Independent Director	2	2
2. Sureshbhai Natverlal Patel*	Member	Non-Executive and Independent Director	2	2
3. Mehul Bhagawatprasad Patel*	Member	Non-Executive and Independent Director	2	2
4. Shaishav Kaushik Shah**	Chairman of committee	Non-Executive and Independent Director	0	0
5. Jignesh Shirish Vasavada**	Member	Non-Executive and Independent Director	0	0
6. Vishalkumar Rameshbhai Patel**	Member	Non-Executive and Independent Director	0	0

• Resigned w.e.f. 30.08.2025.

** Appointed w.e.f. 30.08.2025.

The Companys Policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

Selection and procedure for nomination and appointment of Directors:

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making.

Criteria for determining qualifications, positive attributes and independence of a director:

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications-The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive Attributes-Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

• Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

It is affirmed that the remuneration paid to Directors, KMPs and employees is as per the Remuneration Policy of the Company.

The Nomination and remuneration policy available on the website of the company at https://www.popularestatemanagement.in/.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The stakeholder relationship committee comprises non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2025-26, four (4) meeting of Stakeholder Relationship Committee were held on May 20, 2025, August 14, 2025, November 10, 2025 and February 11, 2026.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Sr. No. Name of the Director	Status in Committee Nature	Nature of Directorship	No. of Meetings Held & entitle d to Attend	No. of Meetings attend ed
1. Rameshbhai Revabhai Patel*	Chairman of committee	Non-Executive and Independent Director	2	2
2. Sureshbhai Natverlal Patel*	Member	Non-Executive and Independent Director	2	2
3. Mehul Bhagawatprasad Patel*	Member	Non-Executive and Independent Director	2	2
4. Shaishav Kaushik Shah**	Chairman of committee	Non-Executive and Independent Director	2	2
5. Jignesh Shirish Vasavada**	Member	Non-Executive and Independent Director	2	2
6. Vishalkumar Rameshbhai Patel**	Member	Non-Executive and Independent Director	2	2

* Resigned w.e.f. 30.08.2025.

** Appointed w.e.f. 30.08.2025.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website after conclusion of the AGM at https://www.popularestatemanagement.in/.

CORPORATE GOVERNANCE REPORT:

POPULAR ESTATE MANAGEMENT LIMITED is committed to ensuring the highest levels of ethical standards, professional integrity, corporate governance and regulatory compliance. The Company understands and respects its fiduciary duty to all stakeholders and strives to meet their expectations. The core principles of independence, accountability, responsibility, transparency, fair and timely disclosures serve as the basis of the Companys approach to Corporate Governance.

A separate section on report on Corporate Governance for the Financial Year 2025-26 as stipulated under the Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 forms part of this Annual Report along with a certificate of compliance from M/s. Sejal Shah & associates., Company Secretary in practice.

Report on Corporate Governance is annexed in annexure-I and forms an integral part of this Annual Report. Certificate from M/s. Sejal Shah & associates., Company Secretary in practice, regarding compliance of conditions of Report on Corporate Governance as stipulated in the Listing Regulations is also appended to the Report on Corporate Governance.

CERTIFICATE BY CHIEF FINANCIAL OFFICER OF THE COMPANY:

Pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015 Compliance certificate as per Part B of Schedule -II is annexed in annexure-II.

AUDITORS:

1. STATUTORY AUDITOR:

At the 31^st AGM held on September 30,2025 the Members approved reappointment of M/s. H. S. Jani & Associates., Chartered Accountants (Firm Registration No. 127515W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 36^th AGM.

The Independent Auditors Report on the Audited Standalone Financial Statements of the Company issued by M/s. H. S. Jani & associates., Statutory Auditors of the Company for the Financial Year 2025-26.

2. SECRETARIAL AUDITOR:

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Sejal Shah & associates. (CP. No. 21683), Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2025-26.

Pursuant to the provisions of section 204 of the Companies Act,2013 secretarial Audit Report given by Sejal Shah & associates is attached as Form MR-3 in Annexure III. The Board has duly reviewed the Secretarial Auditors Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation/clarification by the Board of Directors as provided under section 134 of the Act.

Also, M/s. Sejal Shah & associates resigned as secretarial auditor w.e.f. 12^th August,2026 due to personal reason and unavoidable circumstances.

In accordance with Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board of Directors based on the recommendation of the Audit Committee, had approved and recommended to the Members, the appointment of M/s. Krishna Patel & co., Company Secretary Firm (FCS No.13029/C.P.No.19828) as Secretarial Auditors of the Company to hold office for a term of five consecutive financial years, from F.Y. 2026- 27 to F.Y. 2030-31. M/s. Krishna Patel & co. is a Peer Reviewed Company Secretary Firm in terms of the certificate issued by the Peer Review Board of Institute of Companies Secretaries of India. The resolution for seeking approval of the members of the Company for the appointment of M/s. Krishna Patel & co., Company Secretary Firm (FCS No.13029/C.P.No.19828) as the Secretarial Auditors is provided in the Notice of the ensuing AGM along with their brief profile and other relevant details.

M/s. Krishna Patel & co., Company Secretary Firm (FCS No.13029/C.P.No.19828), have consented to act as the Secretarial Auditors of the Company and have confirmed that their appointment, if approved, would be within the prescribed limits under the Act & relevant Rules and Listing Regulations. They have also affirmed that they are not disqualified from being appointed as the Secretarial Auditors under the applicable provisions of the Act, its Rules and the Listing Regulations.

3. INTERNAL AUDITOR:

Mr. Alpesh Shah., Ahmedabad has conducted Internal Audit for the Financial Year 2025-26. Mr. Alpesh Shah appointed as an Internal Auditors of the Company for the Financial Year 2025-26; the consent of which has been duly received by the Company from the said Auditors to act as the Internal Auditor of the Company, on such terms & conditions as may be mutually agreed upon by the Internal Auditor and by the Board from time to time. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

4. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company is not required to appoint a cost auditor to maintain / audit the cost records of the company for cost audit report.

REVIEW OF STATUTORY AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s. H. S. Jani & associates, Chartered Accountants, in their Auditors report for the Financial Year ended March 31, 2026.

REVIEW OF SECRETARIAL AUDITORS REPORT:

Pursuant to the provisions of section 204 of the Companies Act,2013 secretarial Audit Report given by Sejal Shah & associates is attached as Form MR-3 in Annexure III. The Board has duly reviewed the Secretarial Auditors Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation/clarification by the Board of Directors as provided under section 134 of the Act.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV.

DEMATERIALISATION OF SHARES:

The Companys Shares are in compulsory Demat segment and as on 31^st March, 2026, I, 22,19,200 Equity Shares of the Company forming 87.28% of the companys paid - up Equity share capital is in dematerialized form. The ISIN No. of company is INE370C01015 and Registrar and Share Transfer Agent is MUFG Intime India Private Limited (Formerly Known as Link Intime India Private Limited)

DIRECTOR REMUNERATION AND SITTING FEES:

During the F.Y. 2025-26, the company has not paid any remuneration and sitting fees to directors of the company.

RELATED PARTY TRANSACTIONS:

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2026 and hence, does not form part of this Report.

There was materially significant Related Party Transactions made by the Company as per SEBI (LODR) Regulations,2015 during the year which was as per shareholders approval under Listing Regulations.

CREDIT RATING:

The company has not obtained any rating from any Credit Rating Agency during the year.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on October 10,2025 and March 18, 2026 inter alia, to discuss:

1. Review the performance of the Non- Independent Directors and the Board of Directors as a whole.

2. Review the performance of the Chairman of the Company, taking into account of the views of the Executive and Non- Executive Directors.

3. Assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present in the meeting.

1. DECLARATION FROM INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations and in the opinion of the Board, the Independent Directors meet the said criteria.

Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their respective fields and that they hold highest standards of integrity. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Companys business. The Company did not have any peculiar relationship or transactions with non-executive independent Directors during the year ended March 31, 2026.

3. FORMAL EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

POLICIES OF THE COMPANY:

• REMUNERATION AND APPOINTMENT POLICY:

The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given on the website of the Company https://www.popularestatemanagement.in/.

The committee must ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

• POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company https://www.popularestatemanagement.in/.

• POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company https://www.popularestatemanagement.in/.

• PREVENTION OF INSIDER TRADING:

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company https://www.popularestatemanagement.in/.

• POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY:

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at https://www.popularestatemanagement.in/.

• BUSINESS RISK MANAGEMENT:

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company at https://www.popularestatemanagement.in/.

• VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

Your Company believes in conducting business affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour via Vigil Mechanism/Whistle Blower Policy. POPULAR ESTATE MANAGEMENT LIMITED has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Vigil Mechanism has been available on the website of the Company at https:// www.popularestatemanagement.in/.

• POLICY ON IDENTIFICATION OF GROUP COMPANIES, MATERIAL CREDITORS AND MATERIAL LITIGATIONS:

Your Company has adopted a policy on identification of group companies, material creditors and material litigations. The policy on identification of group companies, material creditors and material litigations has been available on the website of the Company at https://www.popularestatemanagement.in/.

• POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION:

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at https://www.popularestatemanagement.in/.

• CORPORATE SOCIAL RESPONSIBILITY:

As per section 135 of the Companies act, 2013 expenditure of CSR is not applicable to the company for f. y. 2025-26 since the company is not meeting with the criteria of net-worth, turnover or net profits mentioned therein.

PARTICULARS REGARDING EMPLOYEES REMUNERATION:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-V.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2025-26 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBIs Circular No. LIST/COMP/14/2018-19 dated 20^th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARD:

Your directors states that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2025-26, there were no complaints or queries received from the shareholders of the Company. Company Secretary, acts as the Compliance Officer of the

Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query at popularestatemanagement@yahoo.co.in.

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

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

ACKNOWLEDGEMENT:

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the company.

Registered Office:	For and on behalf of the Board,
	POPULAR ESTATE MANAGEMENT LIMITED
F P No 35, NR.GEB Sb
Station, B/h Greenfield
Bunglow, Prl Laboratory at
Thaltej, Daskroi
Ahmedabad, Gujarat, India, 380059
Date: 12.08.2026	Sd/-	Sd/-
Place: Ahmedabad	Vikram Patel	Het Patel
	CFO, Director & Manager	Director
	DIN:00166707	DIN:06986909