Telge Projects Ltd Directors Report

Corporate Governance

Your company is firmly committed to upholding highest standards of corporate governance conducting its affairs in a manner that consistently serves the best interests of all stakeholders. It strives to maintain robust internal control systems and transparency in its operations, thereby facilitating informed stakeholder engagement.

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

The Company being the SME (BSE) Listed Company, the provisions pertaining to Corporate Governance are not applicable to the Company. Accordingly, the separate report on the Corporate Governance does not form part of Annual Report. Notwithstanding this exemption, the Company has, in the spirit of transparency and in the best interests of its shareholders,

il voluntarily incorporated pertinent corporate governance y disclosures within this report. n

e Deposits

e The Company did not accept any deposit within the meaning of Sections 73 and 74 of The Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no m amount on account of principal or interest on public deposits was s outstanding as on March 31, 2026; s,

s However, the Company has filed Form DPT-3 in respect of certain h amounts classified as ‘not deposits, in compliance with Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014.

Credit Rating

:r During the year under review, the Company has not obtained any h credit rating from any Credit Rating Agencies.

y Subsidiaries, Joint Ventures and Associate Companies:

_ As on March 31, 2026, the company has following subsidiary ^s_t companies:

Pursuant to first proviso to Section 129(3) of the Act, and Rule 5 of Companies (Accounts) Rules, 2014, the Report on the performance and financial position of subsidiaries in Form AOC-1 is annexed to this Report as Annexure A.

Transfer to Investor Education & Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no amount required to be transferred to the Investor Education & Protection Fund.

Directors Responsibility Statement

Pursuant to section 134(3)(c) of the Companies Act, 2013, it is confirmed that the directors have:

a. in the preparation of the annual accounts for the year ended March 31, 2026, followed the applicable accounting standards and there are no material departures from the same;

b. 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 and the profit of the Company as on March 31, 2026;

c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. prepared the annual accounts on a going concern basis;

e. laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and

were operating effectively; and

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

Directors and Key Managerial Personnel

• Board of Directors:

The Board of Directors of the Company comprises of Five (5) Directors as on financial year ended March 31, 2026, who have wide and varied experience in different disciplines and fields of corporate functioning. The Board of the Company consists of a combination of Executive and Non-Executive Directors and comprises of Five (5) Directors; One Women Managing Director cum CEO, Two Non-Executive including One Women Director and Two Non-Executive Independent Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making.

The Board of Directors of your Company comprised of the following Directors, as on March 31, 2026:

During the year, the Companys Board underwent the following changes:

- based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Avinash Sachdev (DIN: 07896671) as an Additional Director (Non-Executive Independent) of the Company w.e.f. April 29, 2025. Further the appointment of Mr. Avinash Sachdev was duly regularised at the Annual General Meeting of the Company held on June 20, 2025.

Further, the Board evaluated the integrity, expertise, experience, and proficiency of Mr. Avinash Suresh Sachdev, Independent Director appointed during the year and is of the opinion that he possesses the requisite qualifications, bring valuable experience and domain knowledge and uphold the highest standards of integrity.

- Mr. Vishal Telge (DIN: 06770397) was reappointed as Director of the Company liable to retire by rotation at the Annual General Meeting held on June 20, 2025.

- Mrs. Shraddha Shailesh Telge, Chief Executive Officer of the company was appointed as the Managing Director on June 25, 2025.

- Ms. Rutuja Ujalambkar has resigned from the office of Chief Financial Officer with effect from May 1, 2025 and Mr. Vinayak Sahebrao Mane has been appointed as Chief Financial Officer (CFO) with effect from May 12, 2025

The Board placed on record its sincere appreciation to the outgoing CFO viz, Ms. Rutuja Ujalambkar for her guidance and invaluable contributions made.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Priti Vishal Telge (DIN: 10590892), Director of the Company retires by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has offered herself for reappointment and your Board recommends her reappointment.

Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM. In the opinion of the Board, all directors including the directors appointed / re-appointed during the year possess

requisite qualifications, experience and expertise and hold high standards of integrity.

• Key Managerial Personnel

The following are the Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on March 31, 2026:

Declaration from Independent Directors:

All Independent Directors have submitted requisite declarations confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) and 25 of the SEBI Listing Regulations and are independent of the management; and (ii) continue to comply with the Code of Conduct laid down under Schedule IV of the Act. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or under the order of any such authority.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs.

Meetings of Board of Directors:

In accordance with the provisions of the Companies Act, 2013, and the rules made thereunder, as well as in compliance with Secretarial Standard I (relating to meetings of the Board of Directors) issued by the Institute of Company Secretaries of India, the Company convened and held eleven (11) Board Meetings during the year as below:

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of attendance of the Board members at the Board Meetings during FY 2025-26 and at the last Annual General Meeting held on June 20, 2025 are as under:

The meetings were scheduled with adequate notice to all directors and the proceedings were conducted in accordance with the statutory requirements, ensuring that all decisions taken were properly documented and aligned with the best practices of corporate governance.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee of the Company.

Internal Financial Control Systems and Their Adequacy:

The Company has an adequate and effective internal control system commensurate with the size, scale, and complexity of its operations. The Internal Audit function, operating independently, periodically reviews the adequacy and effectiveness of internal controls, risk management processes, and compliance mechanisms, and reports its observations to the Audit Committee.

The Board has laid down appropriate policies and procedures to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy of accounting records, and timely preparation of reliable financial information.

The Company has established adequate internal financial controls, which are operating effectively. These controls are periodically reviewed to ensure alignment with the Companys business requirements, regulatory expectations, and industry best practices. During the year no reportable material weakness in the design or operation were observed.

Accounting Treatment

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India and prescribed by the Central Government, as may be amended from time to time.

Compliance with the Maternity Benefit Act, 1961

The Company is steadfast in its commitment to cultivating a safe, inclusive, and empowering workplace for all employees. During the year under review, it has ensured full compliance with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been accorded the benefits prescribed under the Act, including paid maternity leave, nursing breaks, and other statutory entitlements.

The Company continues to proactively align its policies with evolving legal requirements, while reinforcing its dedication to supporting the health, well-being, and professional continuity of its women employees.

Vigil Mechanism / Whistle-Blower Policy for Directors and Employees

Section 177(9) of the Companies Act, 2013 mandates every listed company to constitute a vigil mechanism. Similarly, Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, laid down to establish a mechanism called the "Whistleblower Policy" for directors and employees to report concerns of unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct.

The Company has formulated a comprehensive Whistle-blower Policy in place with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimisation of Directors or employees who avail of the mechanism.

Below is report under vigil mechanism during the financial year 2025-26:

Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the going concern status of the company:

We are pleased to inform that Telge Projects Limited has not been subject to any significant or material orders from regulators, courts, or tribunals during the reporting period that could adversely affect the companys ongoing operations or its ability to continue as a going concern.

Our proactive approach to regulatory adherence and operational integrity has contributed to a stable legal environment, allowing us to focus on strategic growth and value creation for our stakeholders. We remain vigilant in monitoring any developments that may impact our business and are committed to addressing any issues promptly to safeguard the long-term sustainability of the company.

Weblink for Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2026, will be made available on the Companys website.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended is provided as Annexure - C of this Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on March 31, 2026.

Secretarial Standards

Telge Projects Limited is dedicated to upholding the highest standards of corporate governance and compliance. In alignment with this commitment, the Company has adhered to all applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118(10) of the Companies Act, 2013, for the financial year 2025-2026

During the year under review, the Company has devised proper systems and processes for complying with the requirements of applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

Remuneration Policy

The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Companies Act, 2013. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company.

Non-Executive Directors Compensation and Disclosures

None of the Independent/Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgement of the Board may affect the independence of the Director.

Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in Annexure - E of this report.

The statement containing particulars of employees, as required under Section 197 of the Companies Act, 2013 read with the rules made thereunder, as amended from time to time, are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.

Auditors

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read along with rules made thereunder, as amended from time to time, M/s. R. M. Rajapurkar & Co, Chartered Accountants, bearing Firm Registration No. 108335W, were appointed as a Statutory Auditors of the Company at the Annual General Meeting held on September 30, 2024 to hold office till the conclusion of the Annual General Meeting (AGM) of the Company to be held in the year 2029.

In accordance with the provisions of the Companies Act, 2013, the appointment of Statutory Auditors is not required to be ratified at every AGM. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of the Company.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the rules made thereunder, as amended from time to time, the Board has appointed M/s. KPN & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for FY 2025-26. The Secretarial Audit Report for the year under review is provided as Annexure- F of this report.

Further, pursuant to the provisions under Companies Act, 2013, M/s. KPN & Associates, Company Secretaries in Practice, (Peer Review Number: 4544/2023), were appointed as the Secretarial Auditors of the Company at the Board Meeting held on November 8, 2025 to hold office until the conclusion of Ensuing Annual General Meeting of the Company. The re-appointment is subject to continued eligibility and approval at the Board Meeting for the subsequent term. M/s. KPN & Associates have confirmed that they are not disqualified to be appointed as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of the Company.

Auditors Report

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditors report and secretarial auditors report. The Auditors have not reported any frauds under sub-section (12) of section 143 of the Companies Act, 2013.

Cost Auditor

The Company is not required to maintain cost records or appoint Cost Auditors, as it does not fall within the scope of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014. Consequently, no cost audit was conducted for the financial year under review.

Risk Management Policy

The Company has a structured Risk Management Framework designed to identify, assess, and mitigate risks appropriately. The Board oversees the implementation and monitoring of the risk management plan for the Company. The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

Listing of Equity Shares

Your Companys shares were listed with BSE Limited (BSE SME platform) on October 3, 2026. Your Company has paid the requisite Listing Fees for FY 2025-26.

Sexual Harassment of Women at Workplace

The Company upholds an unequivocal zero-tolerance stance against sexual harassment and is deeply committed to fostering a

workplace environment rooted in dignity, respect, and inclusivity. It has instituted robust mechanisms and safeguards to prevent, prohibit, and address any instances of misconduct.

In strict adherence to the applicable legal framework, an Internal Complaints Committee (ICC) has been duly constituted to redress grievances pertaining to workplace harassment. During the financial year 2025-26, no complaints were reported to or received by the ICC. Consequently, there were no cases pending either at the commencement or at the close of the reporting period.

Details of sexual harassment complaints received and disposed of during the financial year

Corporate Social Responsibility !

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013, read with the rules made thereunder, relating to Corporate Social Responsibility (CSR), were not applicable to the Company, as it did not meet the applicability thresholds prescribed under Section 135(1) of the Companies Act, 2013.

Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee, formulate a CSR Policy, or undertake CSR expenditure during the financial year I under review. Notwithstanding the above, the Company remains committed to conducting its business in a responsible, ethical, and sustainable manner. The Board continues to encourage initiatives that promote environmental sustainability, social wellbeing, and good governance practices, commensurate with the nature and scale of the Companys operations.

Disclosure Relating to Loans and Advances to Firms / Companies in which Directors are Interested

During the year under review, your Company did not provide any loans / advances, to any Firms / Companies in which Directors are interested.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the Financial Year

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during FY 2025-26.

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

During FY 2025-26, your Company has not opted for any one-time settlement, hence disclosure under this clause is not applicable for the Company.

General Disclosure

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a) issue of equity shares with differential rights as to dividend, voting or otherwise;

b) raising of funds through preferential allotment or qualified institutions placement;

c) instance of one-time settlement with any bank or financial institution.

Details of non- compliance by the Company, penalty, strictures imposed on the Company by the stock exchange, or Securities and Exchange Board of India or any statutory authority on any matter during the financial year

During the year, the company was levied a fine of Rs. 34,220/- (plus applicable GST) by BSE Limited for the delay of one day in filing the Prior Intimation of Board Meeting and for the delayed submission of Statement of Investor grievances in PDF mode. The Company has duly paid the said penalty and has further strengthened its internal compliance processes and review processes to ensure adherence to the prescribed regulatory timelines.

Acknowledgements

Your directors take this opportunity to acknowledge all stakeholders of the Company viz. members, customers, suppliers, bankers, business partners/ associates, financial institutions and various regulatory authorities for their consistent support/ encouragement to the Company.

The Directors also extend their sincere gratitude to every member of the Telge Projects for their unwavering dedication, hard work, and commitment across all levels. Their collective efforts, resilience, and passion have been instrumental in driving the Companys sustained growth, operational excellence, and long-term success.