Tarmat Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Forty First (41st) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2026.

1. SUMMARY AND HIGHLIGHTS

A summary of the Companys financial results for the Financial Year 2025-26 is as under:

( In Lakh)

Particular	Standalone		Consolidated
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from Operations	11,737.37	10,128.35	11,737.36	10,128.35
Other Income	123.88	105.37	123.89	105.37
Total Income	11,861.25	10,233.72	11,861.25	10,233.72
Less: Expenses	11,255.62	10,053.03	11,287.08	10,053.03
Profit / Loss before tax and Extraordinary	605.63	180.69	574.17	180.69
/ exceptional items
Add: Extraordinary / exceptional items	0.00	0.00	0.00	0.00
Profit before tax	605.63	180.69	574.17	180.69
Less: Current Income Tax	0.00	0.00	0.00	0.00
Less: Previous year adjustment of	0.00	0.00	0.00	0.00
Income Tax
Less Deferred Tax	(49.99)	(6.21)	(50.07)	(6.21)
Net Profit after Tax	655.62	186.90	624.24	186.90
Other Comprehensive Income	6.12	(4.89)	6.12	(4.89)
Items to be reclassified subsequently to profit Or loss other comprehensive income for the period, net of tax
Total Comprehensive income for the period	661.74	182.01	630.36	182.01
Earnings per share (Basic)	2.64	0.63	2.51	0.63
Earnings per Share (Diluted)	2.64	0.63	2.51	0.63

The abovementioned financial performance highlights are an abstract of the Financial Statements of your

Company for the Financial Year 2025-26. The detailed Financial Statements of your Company forms part of this Annual Report. As per the provisions of the Act and in accordance with the Circulars issued by the

Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India (SEBI), from time to time, The Annual Report 2025-26 containing Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the

Act, Directors Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders through permitted mode. The Annual Report 2025-26 is also available at the Companys website at www.tarmat.in.

2. Performance of the company

The profit (after tax) during the year ending 31st March 2026 on Standalone basis was Rs. 655.62 lakh against a profit of Rs. 186.90 lakh for the previous year ended 31st March 2025.The company is in the process of securing some projects.

3. Prospects

India has surpassed Japan to become the worlds 4th largest economy and is now posed to displace Germany from the 3rd rank. Further, the IMF in its recent report has said that India remain the Worlds fastest growing major economy.

As previous years, India is poised for significant infrastructure growth driven by substantial govt. investments and increased private sector participation. Analyst predict a robust increase in infrastructure spending and output with projections for continued expansion in areas like roads, railways and urban infrastructure. In the union budget 2026-27, capital investment outlay for infrastructure has been increased to 12.2 lacs crore, which will be 3.1 percent of GDP. India will spend 143 lacs crores in infrastructure sector between 2024 and 2030, which is least double than 67 lacs crore, spent during previous fiscal starting 2017. One hundred new airports are expected to come in the next ten years.

Your company will surely encash the above opportunities for its growth and prospects. Your company is currently executing projects in Chennai, Tutucorin, Jammu and Mumbai Airport. Your company has about Rs. 300 crores unfinished projects in hand.

4. Significant events during the financial year 2025-26 a) The Board of Directors of the Company in their meeting held on October 23, 2025 considered and approved the allotment of equity shares on conversion of 10,00,000 warrants into 10,00,000 equity shares at an issue price of Rs. 95/- each (including a premium of Rs. 85/- each), to "Non-Promoters /Public Category", on preferential basis, upon receipt of balance amount aggregating to Rs. 7,12,50,000/- (Rupees Seven Crore

Twelve lakhs fifty thousand Only) at the rate of Rs. 71.25 (Rupees Seventy-One and Twenty-Five Paise only) per warrant (being 75% of the issue price per warrant).

Consequent to above conversion of warrants/allotment of Equity Shares, the issued and paid-up capital of the Company stands increased to Rs 25,06,42,550/-consisting of 25064255 equity shares of Rs. 10/- each. b) The Board of Directors of the Company at their meeting held on October 23, 2025 considered and approved the forfeiture of 5605260 warrants due to non- exercise of conversion right by the allottees and the upfront amount of Rs. 13,31,24,925 i.e. 25% of the issue price received at the time of allotment of warrants by the Company in terms of SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018. c) Pursuant to the provisions of Regulation 30 of Listing Regulations, the shareholders of the Company at 40th Annual General Meeting (AGM) of the Company, held on Tuesday, September 30, 2025, have approved the Appointment of Mrs. Priyanka Bhushan Sahani (DIN: 07827966) as an Independent Director of the

(5) consecutive years w.e.f. 07thCompany,toholdoffice for May,Firstterm of five 2025.

5. Performance Evaluation

In accordance with the relevant provisions of the Act read with the corresponding Rules framed thereunder, the SEBI Regulations and the Guidance Note on Board Evaluation issued by SEBI vide its circular dated January

5, 2017, evaluation of the performance of the individual Directors, Chairman of the Board, the Board as a whole and its individual statutory Committees was carried out for the year under review. The manner in which the evaluation was carried out and the outcome of the evaluation are explained in the Corporate Governance Report.

6. Dividend/ Shares

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (the IEPF), a fund established under sub- section (1) of section 125 of the Act.

Mandatory Transfer of Shares to Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the aforesaid rules.

Company has transferred the entire unpaid and Unclaimed Dividend to Investor Education and Protection Fund which was declared in FY 2008-09, 2009-10 and 2010-2011. As per Regulation 34(3) read with Schedule V of the Listing Regulations.

7. Dividend

To enable the Company to preserve cash for future growth your Directors have not recommended any dividend for the Financial Year ended March 31, 2026. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Companys website at https://www.tarmat.in/assets/pdf/DIVIDEND%20 DISTRIBUTION%20POLICY.pdf

8. Reserves

There are no transfers to Reserves during the current financial year.

9. ISSUE OF SHARES a) Conversion of Warrants into Equity Shares

The Board of Directors of the Company in their meeting held on October 23, 2025 considered and approved the allotment of equity shares on conversion of 10,00,000 warrants into 10,00,000 equity shares. b) Issue of Equity Shares with differential rights During the year under review and to date, your Company has not issued any shares with differential rights, hence no information prescribed under the provisions of Section 43(a)(ii) of the Companies Act, 2013 (the Act) read with Rule 4(4) of the Companies (Share Capital & Debentures) Rules, 2014 has been furnished. c) Issue of Sweat Equity Shares During the year under review and to date, your Company has not issued any sweat equity shares. Hence no information as per the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital & Debentures) Rules, 2014 is furnished. d) Issue of Employee Stock Option During the year under review and to date, your Company has not issued any Employee Stock Option, hence no information is furnished.

10. Share Capital

During the year under review, due to conversion of warrants, the Companys paid-up share capital increased from Rs. 24,06,42,550 (Rupees Twenty-Four Crores six lakhs forty-two thousand five hundred fifty) to Rs. 25,06,42,550 (Rupees Twenty-Five Crores sixlakhsforty-twothousandfive fifty . hundred

During the year under review and to date, your Company has not issued any Debentures, hence no information is furnished.

11. Directors and Key Managerial Personnel

A. Appointment/Re-Appointment/Resignation/cessation of Director:

- As of 31st March 2026, the Board of Directors comprised 6 Directors, 3 of which were Independent Director(s), 1 is Non-Executive Director/Promoter Director, 1 is Managing Director & 1 is Executive Director.

- At 40th Annual General Meeting (AGM) of the Company, held on Tuesday, September 30, 2025, members of the Company have approved the Appointment of Mrs. Priyanka Bhushan Sahani (DIN:

07827966) as an Independent Director of the Company, to hold office for a First term of five (5) consecutive years w.e.f. 07th May, 2025 to 06th May, 2030.

- The Nomination and Remuneration Committee of the Board of Directors, on the basis of performance evaluation, has recommended the re-appointment of Mr. Krishan Kumar Kinra as an Independent

Director for a second term of 5 (five) consecutive years i.e. from conclusion of 41st Annual General

Meeting to Conclusion of 46th Annual General Meeting on the Board of the Company

- The Nomination and Remuneration Committee of the Board of Directors, has re commended the reappointment of Mr. Dilip Varghese - Managing Director and Mr. Amit Shah Executive Director of the Company for a period of 3 (Three years) w.e.f August 14, 2026 and October 01, 2026 respectively.- The Nomination and Remuneration Committee of the Board of Directors, on the basis of performance evaluation, has recommended the increase in remuneration of Mr. Jerry Varghese, Mr. Dilip Varghese and Mr. Amit Shah directors of the Company w.e.f. October 01, 2026.

B. Retirement by Rotation and subsequent re-appointment:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dilip Varghese (DIN: 01424196), Managing Director of the Company retires by rotation at the ensuing Annual

General Meeting and being eligible, has offered himself for re-appointment. Your Board recommends his reappointment as Director for your approval. The brief profile reappointment as Director(s) are given in the Notice of the 41st Annual General Meeting (AGM).

C. Key Managerial Personnel

Mr. Dilip Varghese, Managing Director, Mr. Amit Shah, Executive Director and Mr. S. Chakraborty, CFO &

Company Secretary Compliance Officer are the Key Managerial Personnel(s) of the Company. During the year under review, there were no changes to the Key Managerial Personnel of the Company.

The Board of Directors consists of a balanced profile it to address the various business needs of the company, while placing very strong emphasis on corporate governance.

12. 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:

There was no material changes occurred between the end of the financial year of the company to which the financial statements relate and date of report.

13. Remuneration of directors and employees

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of section 197(12) of the Act and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure II to this Report.

14. Number of Meetings of the Board of Director

Six (6) Board Meetings were convened and held during the financial year 2025-26. Details of meetings of the

Board along with the attendance of the Directors and member of committee therein have been disclosed in the Corporate Governance Report (Annexed herewith).

15. Audit Committee

Audit Committee were comprises of Three Independent Directors and One Executive Director, details of which are provided in the Corporate Governance Report (Annexed herewith).

16. Stakeholders relationship committee

Stakeholders relationship committee were comprises of Three Independent Directors and One Non-Executive Directors, details of which are provided in the Corporate Governance Report (Annexed herewith).

17. Nomination and Remuneration policies

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors. The Policy also provides for remuneration of Directors, Members of Senior Management and Key Managerial Personnel.

Nomination and Remuneration committee were comprised of Three Independent Directors and One Non-Executive Directors, details of which are provided in the Corporate Governance Report (Annexed herewith). The Board of Directors have also framed Nomination and Remuneration Policy. The policy is available on the Companys website at www.tarmat.in/investor-desk/ policies-of-company.

18. Corporate Social Responsible Committee

Corporate Social Responsible Committee were comprised of Two Independent Directors and One Non-Executive Director, details of which are provided in the Corporate Governance Report (Annexed herewith).

19. Declaration by an Independent Director(s) and re-appointment, if any

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. Familiarisation programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operation and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarisation programs provided to the Directors of the Company is available on the Companys website www.tarmat.in.

21. Policy on directors appointment and remuneration and other details

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors report.

22. Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

23. Auditors

At the ensuing 41st Annual General Meeting of the Company to be held on 30th September, 2026 M/s. Hegde

& Associates, Chartered Accountants (FRN 103610W) will be re-appointed for a second term of 5 (five) consecutive years till the conclusion of 46th Annual General Meeting of the Company as Statutory Auditors of the Company.

During the year under review, the Auditors have not reported any fraud under Section 143 (12) of the Act and therefore no detail are required to be disclosed under Section 134(3)(ca) of the Act.

24. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. P. Diwan & Associates, Practicing Company Secretary was appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure-III to this report. The Company has received the Secretarial Audit report with few observations on which the management replies are as below.

Replies to point no. (i to iv) of Annexure A, The management has initiated all necessary actions to regularise.

25. Disclosure about Cost Audit:

As per the Cost Audit Orders, Cost Audit is applicable to the Company.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Mr. Satish Shah, Cost Accountants have been re-appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2026-27. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

26. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/Joint given in Form AOC-1 which forms an integral part of this Report.

The Board of Directors of the company has approved the policy for determining material subsidiaries which is in line with the requirements of Listing Regulations. The Policy for Determining Material Subsidiaries is available on the Companys website at www.tarmat.in/ investor-desk/ policies-of-company.

27. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

At Tarmat, all employees are of equal value. There is no discrimination between individuals at any point based on race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. At Tarmat, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Tarmat. The Company also has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

The Direct Touch (Whistle-Blower & Protection Policy) policy also provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment. The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of complaints received: Nil

No. of complaints disposed of: NA

No. of complaints pending: Nil

28. Vigil Mechanism and Whistle Blower

The Company has established a Vigil Mechanism and Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics.

The Vigil Mechanism and Whistle Blower Policy is posted on the website of the Company and the web-link to the same is https://www.tarmat.in/assets/pdf/Whistle%20blower%20policy.pdf

29. Annual Return

As per provisions of sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended time to time, the copy of the Annual Return in the Form MGT-7 is hosted on website of your Company at : https://www.tarmat.in/assets/pdf/2025/MGT%207%202025.pdf

30. Related Party Transactions

(RPTS) All the transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same were reviewed and approved by the Board. There were no materialsignificanttransactions with related parties during the financial year 2025-26 which were in conflict with the interest of the Company. Pursuant to the provision of Section 134(3)(h) of the Companies Act,

2013, Form AOC-2 is not applicable to the Company. The Policy on Related Party Transactions is available on the Companys website at www.tarmat.in/investor-desk/ policies-of-company.

31. Corporate Social Responsibility

The provision of Companies Act, 2013 relating to Corporate Social Responsibility initiatives are not applicable to the Company for the Current Year. CSR Policy of the Company is available on the website of the Company at www.tarmat.in/investor-desk/ policies-of-company.

32. Public Deposit

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

33. Particulars of loans, guarantees or investments under section 186

No loans, guarantees or Investments covered under sections 186 of the Companies Act, 2013, have been given or provided during the year.

34. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(3) of the Companies Act,2013.

35. Management discussion and analysis report

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this Report.

36. Corporate Governance

Reports on Corporate Governance and Management Discussion and Analysis, in accordance with SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"),alongwith certificatefrom

Auditors regarding compliance of the Corporate Governance are given separately in this Annual Report.

All Board membersandseniormanagementpersonnelhaveaffirmed compliance with the code of conduct for the year 2025-26.

37. Compliance with Secretarial Standards

Your directors confirm that during the year under review, the Company applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

38. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information as required under Section 134(3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below: i. Conservation of energy:-a) Improvisation and continuous monitoring of Power Factor and replacement of weak capacitors by conducting periodical checking of capacitors. b) The Company has endeavored to optimize the use of energy resources and taken adequate steps to avoid wastage and use latest production technology and equipment. c) Though the Company is making adequate use of energy resources it is looking forward to setup necessary energy conservation equipment in near future. ii. Technology Absorption:-a) The Company continues to use the latest technologies for improving the productivity and quality of its services and products. b) The Companys operations donotrequiresignificantimport of technology. iii. Foreign exchange earnings and Outgo:-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is NIL

39. Directors Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors state that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) 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 at the end of the financial year and of the profit and loss of the company for that period; (iii) the directors had taken proper and sufficient care for the accordance with the provisions of this Act 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;

(v) the directors, further state that they have laid down internal financial controls to be followed by the company and that such internal financial controls are

40. 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.

41. Orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Companys operation in future.

42. Acknowledgements

The Management hereby take this opportunity to thank the Shareholders, Regulators and Government Authorities, Financial Institutions, Banks, Customers, Suppliers. The Management also wishes to place on record their appreciation of the employees at all levels for their hard work, dedication and commitment.

For and on behalf of the board of directors

Mr. Jerry Varghese Chairman DIN: 00012905 Date: 14.08.2026 Place: Mumbai