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Sikozy Realtors Ltd Directors Report

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Jul 20, 2026|12:00:00 AM

Sikozy Realtors Ltd Share Price directors Report

Dear Members, Your Directors take pleasure in presenting their 34th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March 2026.

Financial Performance: A summary of companys financial performance for 2025-26:

Particulars Year Ended 31.03.2026 (Rs in Lakhs) Year Ended 31.03.2025 (Rs in Lakhs)
Other Income 0 1.43
Revenue from Operations 14.00 -
Less: Expenses 37.92 18.58
Less: Provision for Depreciation - -
Profit / (Loss) before Exceptional Items -23.92 -17.15
Add: Exceptional Items - -
Profit / (Loss) before taxation -23.92 -17.15
Current Tax & Prior Year 12.51 -
Deferred Tax Liability - -
Profit / (Loss) after taxation -36.43 -17.15

Operating & Financial Performance & Internal Control:

Your company recorded a revenue from operations of Rs. 14 Lacs and posted a Loss of Rs. 36.43 Lacs in the financial year 2025-26 as compared to Net Loss of Rs. 17.15 Lacs in the previous financial year 2024-25. The Company did not undertake any new projects during the financial year post the completion of existing project at Karjat and however, the operational income recorded during the financial year was on account sale of 1 unit.

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances.

Code of Internal controls which require that the Director review the effectiveness of internal controls and compliances controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with.

Companys Policies on Remuneration, Whistle Blower and Code of Conduct applicable to Directors and Employees of the Company has been complied with. These Policies and Code of Conduct are available on the Companys website www.sikozyrealtors.in.

There is no change in the nature of the business of the Company. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future. There were no material changes and commitment affecting the financial position between March 31, 2026 and date of this Report of Directors.

Capital Reduction

In this regard your Directors wish to inform the Members that the Board of Directors of the Company, at its meeting held on 27th September, 2024, approved a draft Scheme of Reduction of Share Capital pursuant to the provisions of Section 66 of the Companies Act, 2013, read with applicable rules and regulations.

The Scheme provides for a 90% reduction of the paid-up equity share capital, reorganising the existing 4,45,83,000 equity shares of 1 each into 44,58,300 equity shares of 1 each, by cancelling and extinguishing 4,01,24,700 equity shares. This reduction is proposed to be adjusted against the accumulated losses of 6,03,74,113 as per the audited financial statements of the Company as on 31st March, 2024. The objective of the Scheme is to reflect the true financial position of the Company, clean up the balance sheet, and facilitate infusion of fresh funds for future expansion and growth.

The Scheme has been reviewed and recommended by the Audit Committee and the Independent Directors, who have confirmed that it is not detrimental to the interests of the shareholders. The Scheme is subject to the approval of the Members, the Honble National Company Law Tribunal, Mumbai Bench, and other regulatory authorities, as may be applicable.

The reduction will be carried out on a proportionate basis, ensuring that there is no change in the percentage shareholding of any shareholder. Further, no special benefits shall accrue to the promoters or promoter group under the Scheme, other than those available to all shareholders of the Company.

During the year under review, the Company continued the process for reduction of its equity share capital pursuant to the Scheme of Reduction of Capital under Section 66 of the Companies Act, 2013 read with the applicable rules. The Scheme was formulated with the objective of undertaking financial restructuring and reconstruction of the Company by writing off a portion of its accumulated losses against the paid-up equity share capital, thereby enabling the financial statements to reflect a more appropriate capital structure and the financial position of the Company. The Scheme provides for a proportionate reduction of the paid-up equity share capital, without altering the percentage shareholding of any shareholder.

Pursuant to the Special Resolution passed by the equity shareholders at the Extra-Ordinary General Meeting held on August 08, 2025, the proposed reduction contemplated cancellation and extinguishment of 4,01,24,700 equity shares of 1/- each, aggregating to 4,01,24,700/-, towards adjustment against the Companys accumulated losses. The accumulated losses of the Company were stated at 6,03,74,113/-, and the Scheme provides for setting off 4,01,24,700/- thereof against the paid-up share capital. The reduction is being undertaken on a proportionate basis and, accordingly, does not result in any change in the percentage shareholding of the existing shareholders.

Subsequent to the close of the financial year, the Honble National Company Law Tribunal, Mumbai Bench-I, vide its order dated June 18, 2026 in C.P. No. 33 (MB) 2026, sanctioned the Scheme of Reduction of Equity Share Capital of the Company. The said NCLT Order and the approved Form of Minutes were registered with the Registrar of Companies, Mumbai, on July 02, 2026, pursuant to filing of Form INC-28, pursuant to which the Scheme became effective. Pursuant to the Scheme, the paid-up equity share capital of the Company is proposed to be reduced from 4,45,83,000/- comprising 4,45,83,000 equity shares of 1/- each to 44,58,300/- comprising 44,58,300 equity shares of 1/- each, by cancellation and extinguishment of 4,01,24,700 equity shares. The Company fixed July 22, 2026 as the Record Date for determining the shareholders entitled to the reduction. The capital reduction is intended to rationalise the capital structure, reduce the accumulated losses and facilitate a leaner balance sheet and improved financial position of the Company.

The Scheme further provides for treatment of fractional entitlements arising pursuant to the reduction. No fractional shares will be issued to shareholders; instead, all fractional entitlements will be aggregated and consolidated. The Company has appointed Mrs. Manisha Kesarkar as the Appropriate Person to hold such consolidated fractional shares. The Appropriate Person is required to sell the aggregated shares in the open market at the prevailing market price post-listing and distribute the net sale proceeds, after deduction of applicable transaction expenses and taxes, proportionately amongst the shareholders entitled to such fractional entitlements

The Scheme also provides that, notwithstanding the reduction of capital, the listing benefits of the existing equity shares shall continue, subject to compliance with the applicable provisions of the listing agreement and the requirements relating to listing and trading of the reduced share capital. Accordingly, the Company will undertake the requisite corporate action with the Depositories, RTA and BSE Limited for giving effect to the revised share capital and cancellation/extinguishment of the shares, and for crediting the resultant shareholding to the eligible shareholders.

Statement on declaration given by independent directors under sub-section (6) of section 149: The Company has received the declaration from each Independent Directors that they meet the criteria of independence laid down under Section 149(6) of Companies Act, 2013, under Regulation 16(b) of SEBI (LODR) Regulations, 2015.

Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Sections 134(3) (c) read section 134(5) of the Companies Act, 2013:

(i) In the preparation of the annual accounts for the financial year ended 31st 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 31st, 2026 and of the profit and loss 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 laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (vi) 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.

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 Company has in place a Policy on Directors Appointment and Remuneration, including the criteria for determining qualifications, positive attributes and independence of Directors and other matters as provided under Section 178(3) of the Companies Act, 2013.

The said Policy, inter alia, provides the framework for appointment, remuneration, performance evaluation and other related matters concerning Directors, Key Managerial Personnel and Senior Management Personnel, and lays down the criteria for determining the qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Policy of the Company has been approved by the Board of Directors and is available on the Companys website at:

Particulars of loans, guarantees or investments under section 186:

The Company has not made any Loans or given Guarantees or provided security to any person and has not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013 during the financial year 2025-26.

Related Party Transactions:

During the financial year under review, the Company entered into related party transactions in the ordinary course of its business and on an arms length basis. The transactions were undertaken in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the Company sold a unit/property situated at Trishul Apartments to Mr. Jigar Desai, Non-Executive Director of the Company, for a consideration of ?14.00 Lakhs. The transaction was entered into in the ordinary course of the Companys business and on an arms length basis. The entire sale consideration of ?14.00 Lakhs was received during the financial year and no amount was outstanding as at 31 March 2026.

The aforesaid transaction was placed before and approved by the Audit Committee and the Board of Directors in accordance with the applicable provisions and the Companys Policy on Related Party Transactions. The Director concerned abstained from participating in the discussions and voting on the transaction, to the extent applicable.

Since the aforesaid transaction was entered into in the ordinary course of business and on an arms length basis, the provisions relating to prior approval of shareholders under the applicable provisions of Section 188 of the Companies Act, 2013 were not attracted.

The details of related party transactions are disclosed in the Notes to the Financial Statements, as applicable. The particulars of contracts or arrangements with related parties required to be disclosed in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed to this Report as Annexure [A], to the extent applicable.

There were no other materially significant related party transactions entered into by the Company during the financial year with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company.

All related party transactions are placed before the Audit Committee for its review and approval, wherever applicable, in accordance with the Companys Policy on Related Party Transactions.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the Companys website at www.sikozyrealtors.in

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conversation of Energy and Technology Absorption.

Foreign exchange earnings and outgo

During the year, the total foreign exchange used was NIL and total foreign exchange earned was nil.

Risk management policy and its implementation:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors:

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors based on evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.

Directors and Key Managerial Personnel

Appointments & Cessation.

During the financial year the following changes took place in the Management;

During the financial year the following changes took place in the Management;- During the financial year at the 33rd AGM held on September 30, 2025 appointment of Mr. Rishabh Gupta was regularized from Additional Director to Director and his appointment as a Managing Director of the Company was confirmed at the said AGM.- Mr. Prashant Zade ceased to be Executive Director and Chief Executive Officer w.e.f November 29, 2025 on expiry of his term. Mr. Prashant Zade was originally appointed as Chief Executive Officer and Executive Director w.e.f November 30, 2022 for period of 3 years. Further, his appointment as a Executive Director & CEO was regularized at the 31st Annual General Meeting held on September 30, 2023. Mr. Zade has neither participated in the Board Meetings or played a active role in operations of the Company in the preceding two financial years i.e 2023-24 & 2024-25, therefore his re-appointment as Executive Director and CEO is not being considered.- Post the closure of financial year Ms. Sonali Dighe has ceased to be Non-Executive Independent Director of the Company w.e.f June 16, 2026

As per provisions of the Companies Act, 2013 Mr. Jigar Desai is liable to retire by rotation under Section 152 of the Companies Act, 2013 and being eligible offers himself for reappointment.

None of your Directors have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority.

Managerial remuneration

The information required pursuant to Section 197 of the Companies Act, 2013 read rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, The prescribed particulars of employees required under section 134(3)(q) read with rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, in respect of employees of the Company is not provided, as there are no employees drawing remuneration of Rs. 8.50 lacs per month or Rs. 1.02 Crore, per annum during the year under review. However, for further information Annexure B may be referred.

Auditors & Audit report.

Statutory Auditors

Your Company at the 30th AGM had approved the re-appointment of M/s BKG & Associates as Statutory Auditor of the Company for period of 5 years who shall hold the office from conclusion of the 30th Annual General Meeting to conclusion of 35th Annual General Meeting to be held for the financial year ending March 31, 2027.

Your financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review. The Statutory Auditors were present in the last AGM.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BKG & Associates., Statutory Auditors, in their report other than the those mentioned hereinbelow;

"Material Uncertainty Related to Going Concern

The Company has reported a net loss of ?36.43 lakhs for the year ended March 31, 2026 (Previous Year: ?17.15 lakhs) and, as at March 31, 2026, has accumulated losses of ?657.33 lakhs (Previous Year: ?620.89 lakhs), resulting in substantial erosion of the net worth of the Company.

Further, The Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, vide order dated 06.02.2026, has admitted the petition filed under Section 66 of the Companies Act, 2013 for reduction of capital, pursuant to the approval granted by the shareholders through the remote e-voting process concluded on 08.08.2025. The matter is presently under further process before the Honble NCLT, and the scheme is expected to receive final approval shortly.

In spite of these events or conditions which may cast a doubt on the ability of the company to continue as a going concern, the management is of the opinion that going concern basis of accounting is appropriate in view of the fact, management is evaluating various options including starting a new line of business and infuse the fresh capital after NCLT scheme finalization. Therefore, the financial statements of the Company have been prepared on a going concern basis."

Management Comments

The Management acknowledges the observations regarding the net loss incurred by the Company during the year and the accumulated losses resulting in erosion of the net worth. The Management is conscious of the financial position of the Company and has been evaluating various measures to strengthen its financial position and improve its operational performance.

In this regard, the Company has undertaken the process of reduction of its equity share capital under Section 66 of the Companies Act, 2013. The Honble National Company Law Tribunal, Mumbai Bench-I, vide its order dated June 18, 2026, has sanctioned the Scheme of Reduction of Equity Share Capital of the Company. Pursuant to the said order, the paid-up equity share capital of the Company is proposed to be reduced from ?445.83 lakhs to ?44.58 lakhs by cancellation and extinguishment of 4,01,24,700 equity shares of ?1/- each, with an amount of ?401.25 lakhs being adjusted against the accumulated losses of the Company. The NCLT Order and the approved Form of Minutes were subsequently registered with the Registrar of Companies on July 2, 2026.

The Management believes that implementation of the sanctioned capital reduction will result in rationalisation of the Companys capital structure and reduction of the accumulated losses. The Company is also evaluating various business opportunities, including commencing a new line of business, and exploring avenues for infusion of fresh capital to support its future operations and strengthen its financial position. The Company is further undertaking the necessary steps for implementation of the sanctioned Scheme, including the requisite corporate action with the Registrar and Transfer Agent and the Depositories and other applicable regulatory and listing formalities.

Considering the above measures and the Managements plans for improving the financial position and future operations of the Company, the Management is of the view that the Company will be able to continue its operations and meet its obligations as they fall due. Accordingly, the financial statements have been prepared on a going concern basis.

Internal Auditors

Your Company continued to implement the suggestions and recommendations given by Internal Auditor to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the board of directors and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in overall operations of the company.

Secretarial Auditor 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, the Company has appointed M/s. U.HEGDE & ASSOCIATES, a Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure C".

The report is self-explanatory and do not call for any further comments. There are some adverse remarks in the report and their explanation as per the management is enclosed herewith.

a) Regulation 30(6) read with Schedule III, Part A, Para A(7) of the SEBI Listing Regulations mandates that listed entities to disclose to the stock exchange(s) any Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary The Company has not intimated the cessation of Mr. Prashant Zade as an Executive Director whose term got completed on 29-11-2025 and was not re-appointed.

Reply: The cessation of office of Mr. Prashant Zade was on account of expiry of his tenure of three years as Executive Director and Chief Executive Officer of the Company with effect from November 29, 2025. Upon expiry of his tenure, he was not re-appointed to the said positions.

The Company had considered the cessation as a consequence of expiry of the approved tenure and, accordingly, the same was not separately intimated to the Stock Exchange(s) under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has taken note of the observation and, as a matter of abundant caution, shall ensure that all changes in the office of Directors and Key Managerial Personnel, including cessation arising on account of expiry of tenure and non-reappointment, are duly evaluated and, wherever applicable, intimated to the Stock Exchange(s) within the prescribed timelines in accordance with Regulation 30 read with Schedule III of the SEBI Listing Regulations.

The Company confirms that there was no resignation, removal or premature termination of the tenure of Mr. Prashant Zade; the cessation was solely due to completion and expiry of his three-year tenure, and he was not re-appointed thereafter.

b) Non-Appointment of Compliance Officer under SEBI (PIT) Regulations, 2015

Reply: The Company has appointed the Compliance Officer under SEBI (PIT) Regulations, 2015 by designating the Company Secretary as a Compliance Officer in the FY 2026-27.

c) Non-Submission of Disclosure by Promoter on encumbrance as required under Regulation 31(4) of the SEBI Takeover Code, 2011.

Reply: The promoter has not encumbered any of his shares in the Company, so disclosure was not required was not given.

d) Non filing of Form MGT-14 as required under Section 179(3) of the Companies Act, 2013 and rules made thereunder for appointment of Secretarial Auditor & Internal Auditor, appointment of Key Managerial Personnel.

e) Non filing of Form DIR-12 concerning cessation of office of Mr. Prashant Zade as an Executive Director and CEO.

f) Non filing of Form MGT-15 for the Annual General Meeting held on September 30, 2025

Reply: The Company could not file certain forms viz. Form MGT-14, Form DIR-12 and Form MGT-15 within the prescribed time limits due to internal administrative delays. The Company is taking necessary steps to regularize these filings.

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys construction business for the FY 2025-26.

Insider Trading:

In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company. During the year under review, the Company adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information and the Code of Conduct for Prohibition of Insider Trading in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

Annual Return:

Annual Return: Pursuant to the provision of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as 2026 is uploaded on website of the Company on companys Website www.sikozyrealtors.in.

Depository System

The Companys Equity Shares are compulsorily tradable in electronic form. As on March 31, 2026, out of the Companys total equity paid-up share capital comprising of 4,45,83,000 Equity Shares, only 1,76,36,000 Equity Shares were in physical form and the remaining capital is in dematerialized form. As per SEBI Notification No.SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LADNRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories.

Therefore, Members are requested to take necessary action to dematerialize their holdings.

Further as per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of every directors performance was carried out. An evaluation sheet was given to each director wherein certain criteria were set out for which ratings are to be given.

Research & Development:

As Company is not into manufacturing activity, there was no Research and Development activity carried out by the Company during the financial year under review.

Website of The Company:

The Company maintains a website www.sikozyrealtors.in where detailed information of the company and its business are provided.

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Companys website www.sikozyrealtors.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Vigil mechanism/whistle Blower Policy:

The Company has established a vigil mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

Following details are also available on the website of the Companies on www.sikozyrealtors.in

  1. The details of such familiarization programs 2. The policy on Related Party Transactions 3. Code of conduct for Board of Directors and Employees 4. Code of internal procedure and conduct under insider trading regulation. 5. Policy on Board Diversity 6. Nomination & Remuneration Policy etc.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the current financial year.

Compliance with the Maternity Benefits Act

During the financial year, your Company was not required to comply with the requirements of the Maternity Benefits Act, 1961.

Failure to implement Corporate Action

During the FY 2025-2026 under review, there was no corporate undertaken by the Company.

Corporate Insolvency Resolution Process initiated under The Insolvency and Bankruptcy Code, 2016 (IBC):

During the FY 2025-2026 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or provided

Management Discussion and Analysis Report:

Managements discussion and analysis Report is annexed herewith as "Annexure D".

Report on Corporate Governance

A separate report on Corporate Governance is attached to this report along with Statutory Auditors certificate on its compliance in "Annexure E".

Conversation of energy, technology absorption and foreign exchange earnings and outgo

During the financial year, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy and Technology Absorption.

During the financial year, the total foreign exchange earned was nil and total foreign exchange expended during the financial was also nil.

Cautionary Statement

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward-looking statements.

Acknowledgments

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Governments of Maharashtra, Authorities 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 also acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/- Jigar Desai Rishabh
Gupta (DIN: 00110653)
(DIN: 11010502)
Director Managing Director
Place: Mumbai
Date: September 3, 2026

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