Popular Foundations Ltd Directors Report

Your Directors have great pleasure in presenting the Twenty Eighth Annual Report of the Company together with the Audited Balance Sheet as at March 31, 2026.

REVIEW OF BUSINESS OPERATIONS:

The operational performance for the period April 01, 2025 to March 31, 2026 was covered in this report. The Report of the Directors, therefore, covers the same period. During the year under review, the performance of the Company was encouraging.

Financial Summary of the company:

[Rs. In Lakhs]

PARTICULARS	YEAR ENDED 31.03.2026	YEAR ENDED 31.03.2025
Turnover for the year	6178.59	5867.92
Other Income	47.21	37.48
Total Income	6225.79	5905.40
Profit before Financial Expenses, Depreciation and Taxation	316.82	741.83
Less: Financial expenses	161.98	152.76
Operating profit before Depreciation & Taxation	154.83	589.07
Less: Depreciation	47.49	43.09
Profit before Taxation	107.34	545.98
Less : Provision for Taxation
Current Tax	31.76	201.59
Earlier Year Tax	(20.75)	(40.64)
Deferred Tax	(4.55)	4.16
	6.45	165.11
Profit after Taxation	100.89	380.87

Performance review:

The Company has reported total income of ? 62.26 Crores in its Twenty Eighth year of operations as against ? 59.05 Crores recorded in the previous year. With the present situation and efforts, your directors are envisaging growth in the performance of the company.

Transfer to reserves:

f 1.01 Crores has been transferred to the General Reserve.

Dividend:

The Board of Directors of the company, after considering wholistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year 2025-26.

Event subsequent to the date of Financial statements:

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Future Prospects:

We belong to Construction Industry and this industry is enormous, ranking among the largest sectors in the World Economy. This upward trend is expected to persist. Your Company is successful in this highly competitive field because of its strategic plans and flawless execution. Your Companys professional team is always conscious of safety, cost, quality, delivery, integrity and customer satisfaction.

While your Company is continuously aiming to increase its new clientele, it is conscious of securing repeat orders from the existing clients. Your Companys Order Books are healthy.

Adequacy of Internal controls with reference to financial statements

The company maintains adequate internal control system, which provides, among other things, reasonable assurance of recording the transactions of its operations in all materials aspects and of providing protection against significant misuse or loss of companys assets.

Subsidiary Company:

As on March 31, 2026, the Company does not have any subsidiary.

Directors:

During the period under review, Mr D H Gopalakrishnan, Independent Director resigned and Ms Umaa Sharvani was appointed as an Independent Director for a term of five years from March 23, 2026.

The Company has received necessary declaration from each independent director stating that he/she meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances affecting their status as an Independent Director during the year. In the opinion of the Board, the independent directors fulfil the conditions specified in these regulations and are independent of the management. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. Formal Annual Evaluation of Directors was done as per the requirements of the Companies Act, 2013. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).

Key Managerial Personnel:

Mr A S Venkatesh (Managing Director), Mrs Vinita Venkatesh (Whole Time Director), Mr. N Chellappa (Chief Financial Officer) and Mrs. Soniya Sharma are the Key Managerial Personnel of the Company as on March 31, 2026.

Statutory Auditor & Audit Report:

M/s. Krishaan & Co., Chartered Accountants, Chennai are the Statutory Auditors of the Company and they hold the office till the conclusion of 30^th AGM to be held in the year 2028. Audit Report for 2025-26 has no adverse comments.

Internal Auditors:

Messrs. Srinivasan & Srivatsan, Chartered Accountants are the Internal Auditors of the Company.

Secretarial Auditor:

Mr R Mukudan, PCS is the Secretarial Auditor of the Company. The Secretarial Audit Report 2025-26 is appended to this Report. The Secretarial Audit Report for the year does not contain any qualification, reservations, adverse or disclaimers remark. The Company complies with all applicable secretarial standards.

Change in the nature of business:

There is no change in the nature of the business of the company Deposits:

The Company has not invited / accepted any deposits from the public during the year ended March 31, 2026. There were no unclaimed or unpaid deposits as on March 31, 2026.

Risk Management Policy:

The Board of directors is overall responsible for identifying, evaluating and managing all significant risks faced by the company. The board monitors and reviews the implementation of various aspects of risk management policy. The key risks are properly managed across the organization.

Corporate Social Responsibility:

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and its subsequent amendments, your Company framed a Policy on Corporate Social Responsibility. Since, the Turnover, Net worth or Net profit during the immediately preceding financial year, does not exceed the threshold prescribed under section 135 of the Companies Act, 2013, the Company is not required to spend towards CSR for the Financial year 2025-2026.

Number of meetings of the Board:

During the year 2025-26, the Board of Directors met4 times on 26.05.2025,16.09.2025,10.11.2025 & 23.03.2026. Directors Responsibility Statement:

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 as at March 31, 2026 and of the profit of the company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) 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.

Code of Conduct:

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel of the Company.

Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes and other related matters as provided under Section 178(3) of the Companies Act, 2013.

Policies:

In accordance with the requirements of the Companies Act, 2013, the Listing Agreement and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the required policies and the policies wherever mandated, are uploaded on the Companys website.

Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans / given guarantees / made investments. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The provisions relating to conservation of energy and technology absorption are not applicable to the Company, considering the nature of its business. Accordingly, the Company has not undertaken any specific initiatives in this regard during the financial year under review.

There were no foreign exchange earnings or outgo during the financial year under review.

Annual Return:

The annual return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at: www.grouppopular.com

Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Maternity Benefit Act, 1961:

The Company is committed to providing a safe, inclusive and supportive work environment for all employees, including women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time. However, the requirement of providing benefit to woman under Maternity Benefit Act, 1961 has not arisen during the year.

Change in the nature of business, material changes and commitments affecting the financial position and material orders passed:

There were no changes in the nature of the business and commitments affecting the financial position during the year under review. There were no significant orders passed by Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

Details of contracts or arrangements or transactions not at arms length basis: Nil Audit Committee:

The Company has an Audit Committee. Mr V Sridhar, Independent Director is the Chairman of the Committee. Mr N Venkatesan, Ms. Umaa Sharvani & Mr A S Venkatesh are the other Members of the Committee.

Nomination & Remuneration Committee:

The Company has a Nomination & Remuneration Committee. Mr N Venkatesan, Mr V Sridhar and Ms Umaa Sharvani are the Members of the Committee. Mr N Venkatesan is the Chairman of the Committee.

Stakeholders Relationship Committee:

The Company has a Stakeholders Relationship Committee. Mr N Venkatesan, Mr V Sridhar and Ms Umaa Sharvani are the Members of the Committee. Mr N Venkatesan is the Chairman of the Committee.

Internal Complaints Committee

Your Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the Workplace to protect women employees and enable them to report sexual harassment at the workplace. An Internal Complaints Committee has also been constituted for this purpose. No complaints were received by this Committee during the year under review.

Vigil Mechanism:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism which inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Industrial Relations:

Industrial relations continue to be harmonious and cordial. Your Directors wish to place on record their deep sense of appreciation for the co-operation extended and the valuable contributions made by the employees and workers at all levels.

Safety, Health and Environment:

Your Company continues to accord high priority for ensuring safety standards in operations at every level. Many employees have undergone safety training and your Company has updated the safety procedures periodically.

Significant and material orders passed by the Regulators or Courts:

There were no material orders passed by the regulators or courts or tribunals impacting the going concern status and the

Companys operations in future.

Other Statutory Statements:

a. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

b. Secretarial Standards - The Company has complied with the applicable Secretarial Standards as amended from time to time.

Functional Website:

The Company has a functional website, viz., www.grouppopular.com Acknowledgment:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management.

A S Venkatesh	Vinita Venkatesh
Managing Director	Whole Time Director
(DIN: 01728817)	(DIN: 01736279)