Suyog Gurbaxani Funicular Ropeways Ltd Directors Report

Dear Members,

The Directors are pleased to present the 17 th Annual Report of the business and operations of Suyog Gurbaxani Funicular Ropeways Limited (the Company or SGFRL) along with the audited financial statements for the financial year ended March 31,2026.

RESULT OF OUR OPERATIONS AND STATE OF AFFAIRS:

Summary of the operations of the Company for the financial year ended March 31,2026 is as follows:

(Rs. in Lakhs)

PARTICULARS	Standalone		Consolidated
	2025-26	2024-25	2025-26
Total Income	4,726.69	5,302.01	5,009.53
Total Expenditure	3,692.88	4,485.47	4,059.99
Net Profit/Loss Before tax	1,033.81	816.54	949.54
Tax	-80.70	-52.59	354.79
Profit/ (Loss) for the year	1,114.51	869.13	594.75
Equity	2,486.22	2,486.22	2,486.22
Net Current Assets	7,144.53	8,184.51	1,389.87
Cash and Cash Equivalents (including bank balances)	43.66	16.04	49.74
Earnings/(Loss) per Share
(Basic) (In 7)	4.48	3.50	2.39
(Diluted) (In 7)	4.48	3.50	2.39

FINANCIAL HIGHLIGHTS:

During the financial year under review, the Company recorded total income of 74,726.69 lakh as against 75,302.01 lakh in the previous year, while revenue from operations stood at 74,715.79 lakh, compared to 75,300.85 lakh in the previous year.

Despite the moderation in revenue, the Company witnessed a significant improvement in profitability, primarily due to effective cost management and a substantial reduction in other expenses. Total expenditure decreased to 73,692.88 lakh from 74,485.47 lakh in the previous year.

Consequently, Profit Before Tax increased to 71,033.81 lakh from 7816.54 lakh, registering a growth of approximately 26.60%. The Profit for the year stood at 71,114.51 lakh, as compared to 7869.13 lakh in the previous year, representing a growth of approximately 28.23%. Basic and diluted EPS increased to 74.48 from 73.50 per share.

Overall, the Company maintained a strong profitability position during the year, supported by improved cost efficiency and prudent financial management.

The operating and financial performance of your Company has been covered in the Management Discussion and Analysis Report which forms part of the Annual Report.

BUSINESS OVERVIEW:

The Company is primarily engaged in the design, engineering, procurement, financing, construction, operation and maintenance of Funicular Ropeway systems on a Build, Operate and Transfer (BOT) basis. The Company is particularly focused on ropeway infrastructure serving pilgrimage and tourism destinations as well as offers stay, shopping and parking services.

BOARDS REPORT

Its key operating project is the Saptashrungi Gad Funicular Ropeway Project in Maharashtra, which provides an alternative and convenient mode of transportation for pilgrims and visitors to the temple. The strategic location of the project is expected to support passenger traffic and revenue generation through improved accessibility and reduced travel time.

The Companys business model combines infrastructure development with long-term operation and maintenance, enabling it to participate in the recurring revenue potential of ropeway projects after commissioning. The Company also benefits from the experience of its promoters in commissioning and maintaining funicular ropeway projects.

The Company remains committed to leveraging its technical and operational expertise to pursue sustainable growth opportunities in the ropeway infrastructure sector.

SUBSIDIARY:

During the year under review, the Company acquired 50.74% of the equity share capital of Supreme Suyog Funicular Ropeways Private Limited, pursuant to which it became a subsidiary of the Company. The subsidiary is engaged in the business of civil and infrastructure development, including activities relating to funicular ropeway and allied infrastructure projects. The Company will continue to monitor the performance and operations of the subsidiary and support its growth and development in line with the overall business objectives of the Group.

DIVIDEND:

In view of the Companys financial performance and subject to the approval of the Members at the ensuing Annual General Meeting, the Board of Directors has recommended a dividend of Rs. 0.50 (Rupee Fifty paise Only) per equity share of face value of Rs.10/- each for the financial year ended March 31,2026, amounting to an aggregate dividend of Rs.1,24,31,111 (Rupees One Crore Twenty- Four Lakhs Thirty-One Thousand One Hundred and Eleven) .

TRANSFER TO RESERVES:

The Board has decided to retain the entire profits earned during the FY 2025-26 in the surplus account of the Company and does not propose to transfer any amount to the General Reserve

SHARE CAPITAL:

There has been no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company during the financial year 2025-26.

Accordingly, as on March 31, 2026, the Authorized share capital stood at Rs. 25,00,00,000 (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each.

The paid-up share capital of the Company as on March 31,2026, is Rs.24,86,22,220/- (Rupees Twenty-four crore eighty-six lakh twenty-two thousand two hundred and twenty only) divided into 2,48,62,222/- (Two crore forty-eight lakh sixty-two thousand two hundred twenty-two) fully paid-up equity shares of Rs.10/- each.

Further, the Company has not issued any convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. There has been no change in the capital structure of the Company during the year.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31,2026, there were no deposits lying unpaid or unclaimed.

LOAN FROM DIRECTOR:

Your Company has taken loan from the Directors during the year 2025-26 and details are given in the Notes to the Financial Statements under the head of Related Party Transaction forming part of the Annual Report.

During the year the Company has taken loan from Directors of the Company, details are as given below:

Opening Amount	Additional during the year	Repaid during the year	Closing amount
59,00,00,810	20,48,00,000	59,00,00,811	20,47,99,999

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Notes to the Financial Statements forming part of the Annual Report. All the loans given by the Company to the body corporate are towards business purpose.

PARTICULARS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURES:

The Company has acquired 50.74% of the equity share capital of Supreme Suyog Funicular Ropeways Private Limited, pursuant to which the said company became a subsidiary of the Company. Accordingly, the Company has prepared Consolidated Financial Statements for the financial year ended March 31, 2026. As on March 31, 2026, the Company does not have any Associate or Joint Venture.

Pursuant to Section 129(3) of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint ventures as per applicable accounting standards as prescribed in Form AOC-1, is annexed to this Report as Annexure I.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

All related party transactions that were entered into during the year were on arms length basis and in the ordinary course of business except as disclosed in Form AOC 2 which forms part of the Board Report as Annexure II. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors from time to time and the same are disclosed in the Financial Statements of the Company for the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP)

As on March 31, 2026, the Board of Directors of your Company comprises Nine (9) Directors consisting of a One (1) Whole Time Director, Eight (8) Non-Executive Directors, out of which Four (4) are Independent Directors including one (1) Woman Independent Director. The constitution of the Board of the Company is in accordance with Section 149 of the Act.

On the basis of the written representations received from the directors, none of the above directors are disqualified under Section 164(2) of the Act.

Mr. Aditya Rajkumar Gurbaxani (DIN: 06731918) and Mr. Suyash Shivshankar Lature (DIN: 09423584), Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers themselves for reappointment.

(a) Reappointment of Directors:

The Shareholders, at its meeting held on September 23, 2025, considered and approved the re-appointment of Mr. Shivshankar Gurushantappa Lature (DIN: 02090972) and Mr. Omprakash Dwarkadas Gurbaxani, (DIN: 00324142) who retired by rotation in accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company and, being eligible, offered themselves for re-appointment.

(b) Appointment and Resignation of Independent Director:

Mr. Ramlal Kisan Sarote (DIN: 07921070) tendered his resignation from the office of Independent Director of the Company with effect from October 29, 2025, due to preoccupation. Consequently, he ceased to be a member of the Committees of the Board with effect from the said date.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr.B. Padmanabhan (DIN: 01987724) as an Independent Director of the Company for a term of five (5) consecutive years with effect from January 13, 2026 to January 12, 2031, subject to the approval of the shareholders.

The said appointment shall be placed before the shareholders in the ensuing Annual General Meeting.

(c) Declaration given by the Independent Directors:

The Company has received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulation). Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, remuneration and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as an Independent Director of the Company and the Board is satisfied with the integrity, expertise and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of Independent Director on the Board.

(d) Key Managerial Personnel

Mr. Deepak V. Sohoni resigned from the position of Company Secretary and Compliance Officer with effect from April 19, 2025. To fill the vacancy, Mr. Ameya Dhananjay Bodas was appointed to the said position on June 01,2025.

Pursuant to the provisions of Section 203 of the Act, Mr. Rajkumar Gurbaxani, Whole Time Director, Mrs. Jagadamma Purushottam Wandhare, Chief Financial Officer and Mr. Ameya Dhananjay Bodas, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on March 31,2026.

ANNUAL EVALUATION:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors/ Non-Executive Directors/ Executive Directors of your Company. In a separate meeting of independent directors which was held on March 24, 2026 performance of non-independent directors, the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

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.

MEETING OF INDEPENDENT DIRECTORS:

During the financial year under review, a separate meeting of the Independent Directors of the Company was held on March 24, 2026 without the attendance of Non-Independent Directors and members of the management, in accordance with the provisions of Schedule IV to the Act. All the Independent Directors of the Company, attended the said meeting.

The Independent Directors, inter alia, reviewed and evaluated the performance of the Board as a whole and the quality, quantity and timeliness of the flow of information between the management and the Board.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year, the Board of Directors met 4 (Four) times. The meetings were held on Tuesday, May 27, 2025, Wednesday, August 13, 2025, Wednesday, November 12, 2025 and Friday, February 06, 2026. The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings, as amended.

COMMITTEES OF THE BOARD:

The Board of Directors of your Company have formed various Committees, as per the provisions of the Act and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is incompliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

a) Audit Committee

The Audit Committee has been constituted in line with the provisions of Section 177 of the Act. The members of the Audit Committee are financially literate and have requisite experience in financial management. The Audit Committee meets the Statutory Auditor and the Internal Auditor independently without the management at least once in a year. All the recommendations made by the Audit Committee were accepted by the Board.

During the financial year, 4 meetings of the Audit Committee were held on Tuesday, May 27, 2025, Wednesday, August 13, 2025, Wednesday, November 12, 2025 and Friday, February 06, 2026.

The composition of the Audit Committee and their attendance of the Board of Directors of the Company attended during the financial year ended March 31,2026 are detailed below:

Name of the member	Designation	Audit Committee meeting details
		Entitled to attend	Attended
1. Mr. Nandan Basu*	Chairman	4	2
2. Mr. Rajkumar Gurbaxani	Member	4	4
3. Mrs. Manisha Shelar	Member	4	3
4. Mr. Ramlal Sarote*	Chairman	2	2

* During the year, Mr. Nandan Basu was appointed as Chairman pursuant to resignation of Mr. Ramlal Sarote.

b) Nomination & Remuneration Committee

The Nomination & Remuneration Committee (NRC) has been constituted in line with the provisions of Section 178 of the Act. During the financial year ended March 31, 2026, 2 meetings of the NRC were held on Tuesday, May 27, 2025 and Wednesday, August 13, 2025.. The composition of the NRC of the Board of Directors of the Company along with the details of the meeting held and attended during the financial year ended March 31,2026 are detailed below:

Name of the member	Designation	Nomination and Remuneration Committee meeting details
		Entitled to attend	Attended
1. Mr. Hrishikesh Marathe*	Chairman	2	2
2. Mr. Shivshankar Lature	Member	2	2
3. Mr. Nandan Basu*	Member	0	0
4. Mrs. Manisha Shelar	Member	2	1
5. Mr. Ramlal Sarote*	Chairman	2	2

* During the year, Mr. Nandan Basu was appointed as Member and Mr. Hrishikesh Marathe was designated as Chairman of the committee pursuant to resignation of Mr. Ramlal Sarote.

c) Stakeholder Relationship Committee

The Stakeholder Relationship Committee has been constituted in line with the provisions of Section 178 of the Act, The Committee met on Friday, February 06, 2026 during the financial year ended March 31, 2026. The constitution of the Stakeholders Relationship Committee and their attendance during the financial year is detailed below:

Name of the member	Designation	Stakeholder Relationship Committee meeting details
		Entitled to attend	Attended
1. Mr. Shivshankar Lature	Chairman	1	1
2. Mr. Rajkumar Gurbaxani	Member	1	1
3. Mr. Hrishikesh Marathe	Member	1	1

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place an adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safekeeping of its assets, prevention and detection of frauds and errors, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control. During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by M/s. SKSS & Associates, Chartered Accountants and post-audit reviews are also carried out to ensure follow-up on the observations made.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report highlighting the business of your Company forms part of the Annual Report, it inter-alia, provides details about the economy, business performance review of the Companys various businesses and other material developments during the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in the future.

MAINTENANCE OF COST RECORDS:

During the year, the Company has not been prescribed maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act.

AUDITORS & REPORTS:

Statutory Auditors:

M/s. Aniket Kulkarni & Associates, Chartered Accountants, Mumbai (Firm Registration No.130521W) was appointed as Statutory Auditors of your Company at the 13 th Annual General Meeting for a term of five consecutive years from the conclusion of 13 th Annual General Meeting of the Company till the conclusion of its 18 th Annual General Meeting to conduct the Audit till FY 2026-27. The Company has received their eligibility certificate confirming that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report does not contain any qualifications, reservations, adverse remarks, or disclaimers. Further, Notes to Accounts are self-explanatory and do not call for any comments.

Secretarial Auditor:

Pursuant to Section 204 of the Act, your Company had re-appointed M/s. Amruta Giradkar & Associates, Company Secretaries, (Membership No. A48693, COP No. 19381) as its Secretarial Auditors to undertake the Secretarial Audit of your Company for term of five (5) consecutive years respectively from 2025-26 to 2029-30. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure III.

There are no qualifications or observations or adverse remarks or disclaimers of the Secretarial Auditors in its Report except for the matters specifically reported therein, which are self-explanatory.

Internal Auditors:

M/s. SKSS & Associates, Chartered Accountants are the internal auditors for the financial year 2025-26.

The Board of Directors reappointed M/s. SKSS & Associates, Chartered Accountants firm to conduct the internal audit for the period April 2026 to March 2027.

The Audit Committee reviews the observations made by the Internal Auditors in their report on quarterly basis and makes necessary recommendations to the management.

Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors, Secretarial Auditors nor Internal Auditor have reported as per Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Boards Report.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.sgfrl.com .

POLICIES:

Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Companys website at https://sgfrl.com/corporate-governance/Rs.v=6c8403f93333

Vigil Mechanism/Whistle Blower Policy:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act to report concerns about unethical behavior.

The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports and so on. The employees of the Company have the right/ option to report their concern/ grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Audit Committee.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. This policy is uploaded on the Companys website https://sgfrl.com/corporate- qovernance/Rs.v=6c8403f93333

Companys Policy on Board Diversity, Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Board has adopted Board Diversity Policy and Nomination and Remuneration Policy of the Company on remuneration and other matters including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act.

Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has in place a robust policy on the prevention of sexual harassment at the workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Committee (IC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided herein below

Number of Complaints:

Details of sexual harassment complaints received and redressed during the year 2025-26 are as follows:

Number of complaints at beginning of the year	Number of complaints received during the year	Number of complaints disposed of during the year	Number of complaints pending at the end of the year
Nil	Nil	Nil	Nil

Disclosure pursuant to the Maternity Benefit Act, 1961:

Your Company remains compliant with respect to the provisions of Maternity Benefit Act, 1961/ the Code on Social Security, 2020 as amended from time to time. Adequate provisions have been made for grant of maternity leave and related benefits to eligible women employees in accordance with the applicable provisions of the said Act.

The Company remains committed to maintaining a supportive, safe and inclusive workplace and ensuring compliance with all applicable labour laws relating to employee welfare and maternity benefits.

Risk Management Policy:

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the policy are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company. The Board in their meetings review the risks and in their opinion, no risk exists which threaten the existence of the Company.

Corporate Social Responsibility:

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR Policy and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report.

The Policy is available on the Companys website and can be accessed at https://sgfrl.com/corporate- qovernance/Rs.v=212bd1cfe3fb .

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

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3) (m) of the Act read with the Companies (Accounts) Rules 2014, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure V.

Human Resources:

As a service Company, the Companys operations are heavily dependent on qualified and competent personnel. As on March 31,2026, the total strength of the Companys permanent employees stood at 214 excluding casual & contract employee. Your Company takes significant effort in training all employees at various levels.

Particulars of Employees:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is attached herewith as Annexure VI.

MATERIAL CHANGES AND COMMITMENTS, IF ANY:

There have been no other material changes and commitments that occurred after the close of the financial year till the date of the report, which may affect the financial position of the Company, except as stated in this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm and state that:

a) in the preparation of the annual financial statements for the financial year ended March 31,2026, the applicable accounting standards had been followed and no material departures have been made for the same;

b) they 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 ended on March 31,2026 and profit of the Company for that period;

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

d) they have prepared the annual accounts for the year ended March 31, 2026 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws sand that such systems were adequate and operating effectively.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application made or any proceeding pending under IBC during the year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no instance of a one-time settlement with any Bank or Financial Institution during the period under review.

COMPLIANCE OF SEBI LISTING REGULATIONS:

The Company is listed on the SME Platform of BSE Limited. Accordingly, the provisions of Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI Listing Regulations are generally not applicable to the Company, except to the extent specifically prescribed under the applicable provisions.

Further, Regulation 23 of the SEBI Listing Regulations became applicable to the Company with effect from April 1, 2025, upon the prescribed threshold being exceeded. Accordingly, the Company has complied with the applicable requirements of Regulation 23, including making the requisite disclosures to the Stock Exchange.

TRANSFER OF UNCLAIMED DIVIDEND/SHARES/UNCLAIMED BONUS SHARES TO INVESTOR EDUCATION & PROTECTION FUND:

The Company has not declared any dividend during the last seven (7) financial year. Accordingly, there is no unpaid or unclaimed dividend amount lying in the bank account of the Company and consequently, the provisions relating to transfer of any amount to the Investor Education and Protection Fund (IEPF) are not applicable to the Company during the financial year.

CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Companys objectives, projections, estimates and expectations may constitute forwardlooking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGMENT:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended by our users, bankers, customers, Government & Non-Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support hard work, solidarity, cooperation and stellar performance during the year under review.

By order of the Board of Directors

For Suyog Gurbaxani Funicular Ropeways Limited

	Sd/-	Sd/-
	Rajkumar Gurbaxani	Shivshankar Lature
Place : Mumbai	Whole Time Director	Director
Date : August 18, 2026	DIN: 00324101	DIN: 02090972