Terraform Magnum Ltd Directors Report

FOR THE FINANCIAL YEAR 2025-26

To,
The Members,

The Board of Directors is pleased to present the 44th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2026. The Statement of Accounts, Auditors Report, Boards Report and attachment thereto have been prepared in accordance with the provisions contained in the Companies Act, 2013 (the Act) and Rules made thereunder.

1. FINANCIAL SUMMARY:

The Companys financial performance for the year ended March 31, 2026 is summarized as below:

Particulars	Financial Year 2025-26 (Rs in Lakhs)	Financial Year 2024-25 (Rs in Lakhs)
Revenue from operations	-	-
Other Income	11.16	0.18
Less: Total Expenditure	6.99	8.72
Profit/(Loss) before Tax	4.16	(8.54)
Less: Tax Expenses
Current Tax	-	-
Deferred Tax	-	-
Short Provision of earlier	-	-
Profit/(Loss) after Tax	4.16	(8.54)
Interim Dividend	-	-

2. RESERVES:

The Board of Directors do not propose to transfer any amount to the Reserve account in the Balance Sheet for the F.Y. 2025-26.

3. DIVIDEND

The Board of Directors, after considering the overall financial position and future requirements of the Company, has decided not to recommend any dividend for the year under review.

4. SHARE CAPITAL:

There is no change in the Share Capital of the Company during the period under review.

5. PERFORMANCE AND AFFAIRS OF THE COMPANY:

During the year under review, the Company has Income of Rs. 11.16 Lakhs (Previous Year of Rs. 0.18 Lakhs). The Company has made an expenditure of Rs. 6.99 Lakhs (Previous Year of Rs. 8.72 Lakhs) and Company has a profit of Rs. 4.16 Lakhs (Previous Year Loss of Rs. 8.54 Lakhs).

6. DEPOSITS:

The Company has not accepted and/or renewed Deposit from the public during the year within the meaning of Section 73 and Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. CURRENT STATUS:

The Company is optimistic of growth in the Real Estate Sector and is waiting for right opportunity to commence the business activity.

8. CHANGES IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year.

9. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this Report.

10. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture Company.

11. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clause (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paras C, D and E of Schedule V are not applicable to the Company as the paid up share capital is less than Rs. 10 crores and net worth is also less than Rs. 25 crores as on the last day of previous financial year. Hence the Company is not required to furnish Corporate Governance Report for the financial year under review.

12. MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

The Company is taking all possible steps to grab the opportunities for the growth of the Company. The risk associated with the business is it external or internal affects the performance of the Company in a long run. Competition and economic conditions prevailing all over may affect the business of the Company.

The overall economic scenario of the industry expected to be good and accordingly, your Company is also expected to do well in the coming years.

The Company has adequate internal control procedures commensurate with the size of the Company and nature of its business. The internal control system is continuously reviewed by the management to ensure orderly and efficient conduct of business. The

14. CORPORATE SOCIAL RESPONSIBILITY:

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company.

15. OPPORTUNITIES, THREATS, RISKS & CONCERNS:

Your Company is well aware of the risks in the Real Estate Business and once the business activity will commence, mechanism for mitigating the risk will be established. There are good opportunities in exploiting the Development Rights.

16. SAFETY AND HEALTH:

Safety and Health are the prime focus in the Real Estate Business and the Company will take required actions as and when the construction or business activities are commenced.

17. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

Humans are considered as one of the most critical resources in the business which can be continuously smoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Policies and Systems.

DIRECTORS:

i) APPOINTMENT OF MRS. RENUKA SHROFF GAUTAM (DIN: 10749255) AND MR. VINEETKUMAR SHATRUGHNA MISHRA (DIN: 06789301) AS AN INDEPENDENT DIRECTORS OF THE COMPANY:

Upon completion of the term of the Independent Directors with effect from 1st April 2025, a temporary vacancy arose in the position of Independent Directors on the Board of the Company. In accordance with the applicable provisions of the Companies Act, 2013, the Company was required to fill such vacancies within a period of three months.

Accordingly, the Company appointed Mrs. Renuka Shroff Gautam (DIN: 10749255) and Mr. Vineetkumar Shatrughna Mishra (DIN: 06789301) as Independent Directors of the Company for a term of five years at its Board Meeting held on 30th May 2025.

1. RESIGNATION OF MS. BHAVISHA KANTILAL DEDHIA AS DIRECTOR OF THE COMPANY:

During the year, Ms. Bhavisha Kantilal Dedhia (DIN:09471104) was resigned as Director of the Company with effect from 05/11/2025.

ii) RESIGNATION OF MS. SURABHI SHEWARAMANI AS COMPANY SECRETARY, COMPLIANCE OFFICER AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

During the year, Ms. Surabhi Shewaramani was resigned as Company Secretary, Compliance Officer and Key Managerial Personnel of the Company with effect from 08/01/2026.

iii) APPOINTMENT OF MR. HARSH SHEDGE AS COMPANY SECRETARY AND COMPLIANCE OFFICER OF THE COMPANY:

During the year, the Board of Directors of the Company appointed Mr. Harsh Shedge as Company Secretary, Compliance Officer and Key Managerial Personnel of the Company at its board meeting held on 11/02/2026.

iv) RE-APPOINTMENT OF MR. VIMAL KISHOR SHAH, A DIRECTOR OF THE COMPANY WHO RETIRES BY ROTATION:

In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vimal Kishor Shah (DIN: 00716040) Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers himself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

(v) DECLARATION BY AN INDEPENDENT DIRECTORS:

Pursuant to section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and under the SEBI (Listing obligations and Disclosure Requirements, 2015 (the Listing regulation).

The Ministry of Corporate Affairs ("MCA") vide Notification Number G.S.R. 804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the

TERRAFORM MAGNUM LIMITED
ANNUAL REPORT 2025-26

provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of the Company are registered with IICA.

(vi) ANNUAL EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

The performance evaluation of the Independent Director was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

18. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel ("KMP") of the Company:

Sr. No.	Name	Designation
1	Mr. Uday Mota	Managing Director
2	Mr. Rajesh Mohanty	Chief Financial Officer
3	Mr. Harsh Shedge *	Company Secretary & Compliance Officer

*Ms. Surabhi Shewaramani has resigned from the Post of Company Secretary and Compliance officer of the Company w.e.f. 08th January, 2026 and Mr. Harsh Shedge has been appointed as Company Secretary and Compliance officer of the Company w.e.f. 11th February, 2026.

MEETINGS:

1) BOARD MEETINGS:

During the Financial year, Total 6 (six) Meetings of the Board of Directors were held i.e. on May 30, 2025; August 07th, 2025; August 25th, 2025; November 05th, 2025, January 08th, 2025, February 11th, 2025 respectively and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The maximum gap between any two meetings was less than 120 days. The 43rd Annual General Meeting (AGM) was held on September 17, 2025 and the proceedings of the above

Meeting were properly recorded and signed in the Minutes Book maintained for the purpose. The Company has not passed any resolution by circulation.

The attendance of the Directors at these Meetings was as under:

Name of the Director	Designation	No. of Board Meetings Attended	Attendance at the AGM
Mr. Uday Mota	Managing Director	6 of 6	Yes
Mr. Nainesh K. Shah	Director	6 of 6	Yes
Mrs. Bhavisha Dedhia	Women Director	4 of 6	Yes
Mr. Vimal K. Shah	Director	6 of 6	Yes
Mrs. Renuka Shroff Gautam	Independent Director	5 of 6	Yes
Mr. Vineetkumar Shatrughna Mishra	Independent Director	5 of 6	Yes

II) AUDIT COMMITTEE:

Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Companys financial reporting process and internal controls. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Act. During the year Audit Committee was reconstituted by the Board of Directors at their meeting held on May, 30, 2025. During the year ended March 31, 2026, 4 (Four) Audit Committee Meetings were held on May 30, 2025, August 07, 2025, November 05, 2025 and February 11, 2026 respectively. The composition of the Audit committee and the number of meetings attended by each member during the financial year ended March 31, 2026 is as follows:

Before Reconstitution till May 30, 2025

Name of the Member	Designation	No. of Audit Committee Meeting Attended
Mr. Nainesh Kishor Shah	Chairman	1 of 1
Mr. Uday Kuverji Mota	Member	1 of 1
Ms. Bhavisha Kantilal Dedhia	Member	1 of 1

After Reconstitution on May 30, 2025

Name of the Member	Designation	No. of Audit Committee Meeting Attended
Mrs. Renuka Shroff Gautam	Chairman	3 of 3
Mr. Vineetkumar Shatrughna Mishra	Member	3 of 3
Mr. Vimal Kishor Shah	Member	3 of 3

The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis, the Un-audited Standalone Financial Results as required by the Regulation 33 of the Listing Regulations. The Companys quarterly Un-audited Standalone Financial Results are made available on the website of the Company www.terraformmagnum.com and are also sent to the Stock Exchange where the Companys Equity Shares are listed for dissemination at their respective website.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee duly constituted by the Board of Directors has a well-defined composition of members and terms of reference in accordance with Section 178 of the Companies Act, 2013.

During the year Nomination and Remuneration Committee was reconstituted by the Board of Directors at their meeting held on May 30, 2025.

During the Financial Year 2025-26, 2 (Two) Committee meeting were held on, May 30th, 2025 and February 11, 2026 respectively. The Composition of the Nomination and Remuneration Committee as at March 31, 2025, is as follows:

Before Reconstitution till May 30, 2025

Sr. No.	Name of the Member	Designation	No. of Attended Meetings
1.	Mr. Nainesh K. Shah	Chairman	1 of 1
2.	Mr. Uday Kuverji Mota	Member	1 of 1
3.	Ms. Bhavisha Kantilal Dedhia	Member	1 of 1

After Reconstitution on May 30, 2025

Name of the Member	Designation	No. of Attended Meetings
Mrs. Renuka Shroff Gautam	Chairman	1 of 1
Mr. Vineetkumar Shatrughna Mishra	Member	1 of 1
Mr. Nainesh Kishor Shah	Member	1 of 1

The Nomination and Remuneration Policy, which was approved by the Board is available on the Companys website and can be accessed through the Web Link at www.terraformmagnum.com.

III) INDEPENDENT DIRECTORS MEETING:

During the year under review, all Independent Directors met on June 19, 2025 and February 11, 2026 inter-alia, to discuss:

? Evaluation of the performance of Non-Independent Directors and the Board as a whole.

? Evaluation of the performance of the Chairman of the Company, taking into account the Views of the Executive and Non-Executive Directors.

? Evaluation of the quality, quantity content and timeliness of flow of information between the Management and the Board.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company has a vigil Mechanism/ Whistle Blower policy to deal with instance of fraud and mismanagement, if any. During the year, there were no instances in this regard, received by the Company.

20. RISK MANAGEMENT POLICY:

Risk management policy has been developed and implemented. The Board is kept informed of the risk mitigation measures being taken through risk mitigation report/operation report. There are no current risks which threaten the existence of the Company.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the applicable rules, are as follows:

A. Conservation Of Energy	During the Financial Year under review, the Company has not carried out any commercial activity.
B. Technology Absorption, Adaptations & Innovations	Nil
C. Foreign Exchange Earnings	Nil
D. Foreign Exchange Outgo	Nil
E. EXPORT EFFORTS	The Company is yet to commence Real Estate business activities. Considering the nature of business activities, there are no exports transactions for the year under review.

22. INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size and nature of the Companys business. To maintain its objectivity and independence, the Audit function reports to the Chairman of the Audit Committee and of the Board.

The internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its Compliances with operating systems, accounting procedures and policies.

23. 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 statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c. that the Directors have 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;

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

e. that 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; and

f. that 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.

24. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: www.terraformmagnum.com.

25. RATIO OF MANAGERIAL PERSONNEL:

(i) As per the provisions of Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required to disclose following information in the Boards Report:-

Parameters	Disclosures
(i) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year	No remuneration was drawn by any of the Directors of the Company during the financial year. Accordingly, the ratio is not applicable.
(ii) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year	No remuneration was drawn by the Directors, Chief Financial Officer, Company Secretary or Manager of the Company during the financial year. Accordingly, the percentage increase in remuneration is not applicable.
(iii) Percentage increase in the median remuneration of employees during the financial year	No remuneration was paid by the Company during the financial year, as all employees engaged for the Companys operations are outsourced. Accordingly, the percentage increase in median remuneration is not applicable.
(iv) Number of permanent employees on the rolls of the Company	The Company does not have any permanent employees on its payroll as at the end of the financial year.
(v) Average percentile increase already	Not applicable, as no remuneration was

made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in managerial remuneration, along with justification thereof and details of exceptional circumstances for increase in managerial remuneration, if any paid by the Company to its employees or managerial personnel during the financial year.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company Not applicable, as no remuneration was drawn by the Directors or managerial personnel of the Company during the financial year.

(ii) PARTICULARS OF REMUNERATION OF EMPLOYEES:

There is no employee drawing the remuneration from the Company.

26. AUDITORS:
(i) STATUTORY AUDITOR:

M/s. J.D Zatakia & Co., Chartered Accountants, Mumbai (Registration No. 111777W), have been appointed in their place as Statutory Auditors of the Company for a term of five years to hold office from the conclusion of 39th Annual General Meeting until the conclusion of 44th Annual General Meeting to be held in the year 2029. However, M/s. J.D Zatakia & Co has resigned as statutory auditor of the Company with the effect from August 04, 2026.

Further, the Board of Directors of the Company, at its meeting held on August 27, 2026, recommended to the members of the Company the appointment of M/s. Ankit Goyanka & Associates Chartered Accountants (Firm Registration No. 154590W), as the Statutory Auditor of the Company to fill the casual vacancy, subject to the approval of the members at the ensuing Annual General Meeting of the Company.

Comments on Auditors Report:

There are no reservations/qualifications or adverse remarks contained in Auditors Report for the year ended March 31, 2026, which require any clarifications/explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

(ii) SECRETARIAL AUDITOR:

A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Dholakia & Associates LLP, Company Secretaries in Practice, Mumbai in accordance with provisions of section 204 (1) of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report in Form MR-3 for the financial Year 2025-26 is attached as "Annexure A" and forms part of this report.

M/s. Dholakia & Associates LLP, Company Secretaries in Practice. Mumbai, have been appointed as Secretarial Auditors of the Company for a term of five years at the Board meeting held on 30th May, 2025 till the Financial Year ending on 31st March, 2030.

(iii) INTERNAL AUDITOR:

An Internal Audit was conducted during the year by the Internal Auditor, Ms. Ankita Tajane, in accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company not being in operation has very few financial transactions. The Managing Director and the Board exercises the strictest Internal Financial Controls with reference to financial statements. During the year under review, no material or serious observation has been reported by the Internal Auditor of the Company for inefficiency or inadequacy of such controls.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

29. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

There is no related party transaction entered into by the Company during the period under review, except disclosed in Financial Statements.

30. SECRETARIAL STANDARDS-ITS COMPLIANCE

It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

31. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed there under.

32. GENERAL DISCLOSURES:

(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights and hence no disclosure is required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014

(B) ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any sweat equity shares during the year under review and hence no disclosure is required as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no disclosure is required as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

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

The Company has entered into a Deed of Assignment dated 26th April 2019 for the assignment of its rights in the property held as stock in trade at Kandivali (East) for an agreed consideration. The assignee has committed various defaults from time to time. The Company has served a notice to the assignee to comply with the contractual obligations by paying all the dues immediately. Since, significant uncertainties and disputes relating to the completion of the transaction are continued during the year, the Company will recognise revenue under Ind AS 115 on fulfilment of specific performance obligation and resolution of significant uncertainties.

(E) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013:

Your company has always believed in providing a safe and harassment free workplace for every individual employee working with company. Since there is no employee in the company your company has been advised that there is no need to frame a Policy on Prevention and Redressal of Sexual Harassment of women at workplace.

33. MATERNITY BENEFIT

During the financial year under review, there were no instances requiring payment of maternity benefits to any eligible woman employee.

34. DIFFERENCE IN VALUATION

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 is not applicable.

35. LISTING OF SHARES:

The Companys equity shares are listed at BSE Limited and the Annual Listing fees for the year 2025-26 has been paid.

36. ACKNOWLEDGEMENT:

Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.

DIN: 08635338 DIN: 08635338

Place: Mumbai

Date: August 27, 2026