Texmaco Infrastructure & Holdings Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 86^th Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31^st March 2026.

Financial Highlights (Rs in Lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Operating Profit (PBIDT)	1,608.62	682.61	1,834.14	901.27
Add: Interest (Net)	(8.78)	(4.23)	(28.90)	(26.32)
Gross Profit (PBDT)	1,599.84	678.38	1,805.24	874.95
Less: Depreciation	262.84	241.81	263.88	242.86
Profit before Taxation	1,337.00	436.57	1,541.36	632.09
Less: Tax Expenses
Current Tax including tax related to earlier years	108.16	21.00	147.24	40.30
Deferred Tax	230.77	1,271.27	277.68	1,287.19
Profit after Taxation	998.07	(855.70)	1,116.44	(695.40)

Note: The above figures are extract of the Standalone and Consolidated Audited Financial Statements prepared for the Financial Year ended 31^st March 2026 and comparative figures for 31^st March, 2025.

FINANCIAL PERFORMANCE

(i) Standalone

Standalone Total Income for the year 2025-26 was 3,437.39 Lakhs. The Profit before Depreciation and Tax (PBDT) and Profit before Tax (PBT) for the year were 1599.84 Lakhs and 1337.00 Lakhs respectively. The Net Profit was 998.07 Lakhs, after providing net tax liability of 338.93 Lakhs for the year as per the Profit and Loss Account drawn up in accordance with the Indian Accounting Standards as specified under the Companies Act, 2013 (Act).

(ii) Consolidated

Consolidated Total Income for the year 2025-26 was 4,110.82 Lakhs. The Profit before Depreciation and Tax (PBDT) and Profit before Tax (PBT) for the year were 1,805.24 Lakhs and 1,541.36 Lakhs respectively. The Net Profit was 1,116.44 Lakhs, after providing net tax liability of 424.92 Lakhs for the year as per the Profit and Loss Account drawn up in accordance with the Indian Accounting Standards as specified under the Companies Act, 2013 (Act).

DIVIDEND

Your Directors have pleasure in recommending payment of a dividend of 15% i.e., 0.15/- per Equity Share of face value of 1/- each for the financial year ended 31^st March, 2026.

The above dividend has been recommended in compliance with the Dividend Distribution Policy of the Company formulated pursuant to Regulation 43A of the SEBI Listing

Regulations.

TRANSFER TO RESERVES

No amount was transferred to Reserves during the FY26.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company continues to derive its major income from leased properties, income from investment and operations of a Mini Hydro Power Unit in Kalimpong District, West Bengal.

REAL ESTATE

Industry Outlook

The Indian real estate sector is expected to maintain a strong long-term growth trajectory, supported by rapid urbanisation, rising disposable incomes, infrastructure development and the expanding middle class. The sector is emerging from a traditional land-and-construction-driven industry into a more technology-enabled, institutional and infrastructure-linked sector. Growth is expected across residential, commercial, industrial, warehousing, logistics, data centres and integrated townships. The expansion of Tier-II and Tier-III cities and development of new economic corridors are expected to further broaden the addressable market. Increasing institutional participation, professionalisation and strategic partnerships are also expected to strengthen the sector. Overall, the long-term outlook remains positive, supported by I ndias economic growth and the Viksit Bharat 2047 vision.

Development of Birla Mills Land, Kamla Nagar, Delhi

In January 2025, the Company executed a Joint Development

Agreement ("JDA") with Oro Bloom Developments Private Limited, a joint venture between the Hines Group and the Conscient Group, for the development of approximately 10 acres of the Birla Mills land situated in Kamla Nagar, Delhi - a milestone that underscores the Companys commitment to unlocking the latent value embedded in its real estate portfolio.

The project is structured on a revenue-sharing basis and brings together two highly credible partners: Hines, with its internationally recognised expertise in large-scale real estate development, and Conscient, with its demonstrated execution capabilities in the Indian market. Together, this partnership is well-positioned to deliver a development that is both strategically meaningful and value-accretive for shareholders over the long term.

The development partner is currently progressing through the requisite statutory approvals and regulatory clearances in accordance with the agreed development plan and mutually established timelines. The Company remains closely engaged with its partners and continues to monitor progress to ensure timely and disciplined execution.

This initiative reflects the Companys broader strategic approach of pursuing selective, high-quality development opportunities through credible partnerships - with a clear and consistent focus on maximising long-term shareholder value from its real estate assets.

Opportunities

The sector presents significant opportunities for landowners and developers to unlock value from strategically located land assets through development, monetisation and revenuesharing arrangements. Strategic partnerships with established domestic and international developers can provide access to capital, technology, execution capabilities and market expertise while reducing development risks. Rising demand for quality residential and commercial spaces, industrial and logistics parks, and data centres is expected to create new avenues for growth. Technology adoption, sustainable development and green buildings can further enhance asset value and long-term competitiveness. For the Company, phased development of its land bank and selective development partnerships provide opportunities to generate capital appreciation as well as recurring income.

Threats / Risks

The real estate sector remains exposed to fluctuations in property demand, interest rates, construction costs and availability of financing. Rising land, labour and raw-material costs may adversely affect project viability and margins. Changes in government policies, land-use regulations, environmental norms, taxation and approval processes may result in delays and additional costs. Increasing competition among developers, particularly in attractive urban locations, could exert pressure on pricing and returns.

MINI HYDRO POWER PROJECT

Reduction of carbon footprint and promotion of clean energy have become increasingly important in the face of rising global temperatures and climate change. Recognizing its responsibility towards sustainable development, the Company took an early step in this direction by establishing a 3 MW Mini Hydel Power Plant at Neora, Kalimpong, West Bengal.

During the year under review, the plant generated and evacuated 98.87 lakh units of green power, compared to 80.25 lakh units in the previous year, reflecting improved operational performance and a greater contribution towards renewable energy generation.

With a view to further enhancing its renewable energy portfolio, the Company has initiated the preparation of a Detailed Project Report (DPR) for setting up an additional 6 MW hydel power generation facility on the upstream stretch of the Neora River, in close proximity to its existing plant. The proposed project has potential to strengthen the Companys commitment to clean energy and environmental sustainability.

The Company will evaluate the technical, financial and regulatory feasibility of the project upon completion of the DPR, following which an appropriate decision regarding its implementation will be taken.

A 3 MW hydel project has a positive medium-to-long-term industry outlook, supported by Indias renewable-energy transition and renewed government focus on small hydro. However, project viability is highly dependent on water availability, PLF, tariff/PPA, project cost, evacuation infrastructure and timely regulatory approvals.

OTHERS

During the year, the Companys property located at Gurugram was fully leased out. The Companys other income like Profit on sale / fair value of investments and dividend income were higher during the year compared to last financial year.

HUMAN RELATIONS

Your Company continues to maintain its excellent record of human relations over the decades creating remarkable benchmarks. The Human Resources function also emphasizes on employee retention and recognition. Human relation is practiced as an art of using systematic knowledge about human behavior to improve effectiveness of Human Resources functioning. Your Company continues to build employee capability, upgrading leadership and retain talent with employees performance across all levels of the workforce.

SIGNIFICANT FINANCIAL RATIOS

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the significant financial ratios are given below:

Particulars		2025-26	2024-25	2023-24
Net Profit Margin	%	29.04	(33.53)	18.42
Operating Profit Margin	%	38.90	17.10	14.32
Debtors turnover Ratio	Times	26.43	341.68	90.09
Stock Turnover ratio	Times	55.88	56.28	64.06
Debt Equity Ratio	Times	0.02	0.02	0.02
Current Ratio	Times	1.66	1.57	19.35
Interest Coverage Ratio	Times	5.99	2.51	2.01
Return on Net Worth	%	0.93	(0.64)	0.24

Note: The ratios presented in the table above have been computed based on the Standalone Financial Statements of the Company.

SUBSIDIARIES & ASSOCIATE

As on 31^st March, 2026, your Company has following 3 (Three) subsidiaries & 2 (Two) step down subsidiaries:

1. Macfarlane & Co. Limited - Subsidiary

2. High Quality Steels Limited - Subsidiary

3. Valley View Landholdings Private Limited - Subsidiary

4. Topflow Buildcon Private Limited - Step down Subsidiary

5. Startree Enclave Private Limited - Step down Subsidiary

Further, your Company has an Associate namely Lionel India Limited.

A Report on the performance and financial position of each of the subsidiaries and associate included in Note No. 50 to the Consolidated Financial Statements and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms a part of this Annual Report.

The performance of the subsidiaries and associate remained satisfactory.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has a Corporate Social Responsibility (CSR) Committee duly constituted by the Board of Directors of the Company. The composition of the CSR Committee is provided in the Report on Corporate Governance which forms a part of this Report.

Your Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner and to continuously work towards improving the quality of life of the communities in its operational areas.

The Company has identified the area of education as its primary CSR activity and has spent in excess of the prescribed threshold under the Act.

The Company operates under a comprehensive Corporate Social Responsibility policy which is being updated from time to time in line with amendment in statutory regulations. The weblink for accessing such policy is http://www.texinfra.in/ pdf/TexInfra CSR POLICY.pdf.

As required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the report on CSR is provided in Annexure A and forms part of this Report.

GREEN INITIATIVES

Your Company continues to embrace a sustainability initiative with the aim of going green and minimising the repercussions on the environment. Your Company had already adopted the green initiative by sending Annual Report, Notices, other communication, etc. through e-mail to the Shareholders, whose e-mail addresses are registered with relevant Depository Participants / RTA / Company. Shareholders are requested to support this initiative by registering / updating their e-mail address for receiving Annual Report, Notices, other communication, etc. through e-mail. The Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI) had issued relaxations from sending printed copy of Annual Report, Notice of the Annual General Meeting (AGM), etc. to the Shareholders for the AGM to be held in the year 2026.

In continuation with the Green Initiative and in view of the above-mentioned relaxations, your Company is sending the Annual Report & Notice of the AGM along with other documents required to be annexed thereto to the Shareholders through e-mail to their registered e-mail address. Such documents are also available on the website of the Company www.texinfra.in.

Further, those Shareholders who have not yet registered their e-mail address are requested to follow the procedure as mentioned in the Notice calling AGM to receive the Annual Report & the Notice of the AGM through electronic mode and to enable their participation in the AGM.

PARTICULARS OF EMPLOYEES

The Number of Employees as at 31^st March 2026 was 28. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure B and forms part of this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the above mentioned Rules are enclosed as Annexure C and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as Annexure D and forms part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Meetings of the Board

During the year, 4 (four) Board Meetings were held on the following dates:

16th May, 2025	11th August, 2025
10th November, 2025	6th February, 2026

Change in Directors and Key Managerial Personnel Appointments and Redesignation:

The Board of Directors on the recommendation of the Nomination and Remuneration Committee had approved the appointment of Mr. Arvind Kumar Chaubey as Manager of the Company w.e.f. 16^th May 2025.

The Board on the recommendation of the Nomination and Remuneration Committee had approved the appointment of Mr. Anish Choudhury as Managing Director of the Company for a period of 3 (three) years w.e.f. 11^th November 2025 and subsequently Mr. Arvind Kumar Chaubey, Manager of the Company was redesignated as Business Head w.e.f. 11^th November, 2025.

The aforesaid appointments were approved by the shareholders by way of Postal Ballot.

Further, the Board of Directors on the recommendation of the Nomination and Remuneration Committee had approved the appointment of Mr. Rajat Arora as the Company Secretary and Compliance Officer w.e.f. 10^th November, 2025.

Retire by Rotation:

Mr. Akshay Poddar, Non - Executive Director retiring by rotation and being eligible, has offered himself for re-appointment at the ensuing AGM of the Company.

Resignations:

During the year under review, Mr. P. C. Kejriwal, Non-Executive Director resigned w.e.f. close of business hours on

10^th November, 2025.

Further, Ms. Neha Singh resigned from the post of Company Secretary and Compliance Officer of the Company with effect from close of business hours on 11^th August, 2025.

Board Evaluation

Your Company has in place a Policy for performance evaluation of the Board, Committees of the Board and individual Directors, by fixing certain criteria, duly approved by the Nomination and Remuneration Committee and adopted by the Board. The criteria for the evaluation includes their attendance, acquaintance with business, communication between Board members, effective participation, functioning as Members of the Board or Committees of the Board, domain knowledge, compliance with the Codes and vision of the Company, etc.

A structured questionnaire, which cover various aspects of the Board functioning such as Directors strength and contribution, specific duties, obligations, etc. evolved through discussions within the Board, has been used for this purpose. Further, on the basis of performance review by Independent Directors at their separate meeting held on 6^th February, 2026 and recommendations of the Nomination and Remuneration Committee, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. Furthermore, the evaluation of the Independent Directors was performed by the Board. The evaluation criteria comprised assessing the various parameters including oversight and effectiveness of the Board, performance of the Directors, expertise /skills / competencies as possessed by the Directors in the context of the business of your Company, contribution to the strategic planning, etc. Based on the evaluation exercise, the Board expressed overall satisfaction with the functioning of the Board and its Committees, and the performance of individual Directors.

It was ensured that the evaluation of Directors was carried out without the participation of the Director who was subject to evaluation.

Criteria for Appointment of Directors and Remuneration Policy

The Nomination and Remuneration Committee has approved the criteria to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board of eminent Qualified Professionals, entrepreneurs with diverse backgrounds and experience in business, governance, education and public service. The criteria include the matrix of skills / expertise / competencies as specified by the Board for identifying individuals to serve as Director on the Board.

Your Company has a well-defined Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company. The Nomination and Remuneration Committee periodically reviews the policy to ensure that it is aligned with the requirements under the applicable laws.

The policy ensures equity, fairness and consistency in rewarding the employee on the basis of performance against set of objectives. The Policy is available on the Companys website. The web link for accessing such policy is: http://www.texinfra.in/pdf/Remuneration Policy.pdf.

Declaration by Independent Directors

All Independent Directors of your Company have given declaration that they meet the criteria of independence as laid down under the Act, and the Listing Regulations.

The Board of Directors of the Company took on record the declarations submitted by the Independent directors after undertaking due assessment of their independence from the Management. The Independent directors of your Company have also confirmed their registration with the independent directors databank maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that all the Independent Directors possess the requisite integrity, expertise and experience including proficiency to fulfil their duties to act as such.

Committees of the Board:

At present, the Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report section of this Report.

AUDIT COMMITTEE AND AUDITORS

Composition of Audit Committee

The composition of the Audit Committee is provided in the Report on Corporate Governance as attached to this Report.

Statutory Auditors and Auditors Report

At the 82^nd AGM held in the year 2022, M/s. L. B. Jha & Co. LLP (formerly M/s. L. B. Jha & Co.), Chartered Accountants, Statutory Auditors of the Company, were appointed by the Shareholders to hold the office as such from the conclusion of 82^nd AGM until the conclusion of the 87^th AGM of the Company.

The Statutory Auditors have issued unmodified opinion in their report on the Standalone Financial Statements.

Consolidated Financial Statements

In accordance with the applicable provisions of the Act read with Rules and IND-AS 110 issued by the Institute of Chartered Accountants of India, consolidated financial statements have been prepared on the basis of financial statements received from subsidiaries and associate as approved by its Board, forms part of this Annual Report.

The Statutory Auditors have issued unmodified opinion in their report on the Consolidated Financial Statements.

Those Charged with Governance

Pursuant to the circular dated 7^th January 2026 issued by the National Financial Reporting Authority (NFRA), the Board of Directors identified Those Charged With Governance (TCWG) to facilitate effective communication between the Statutory Auditors and Those Charged With Governance on significant audit and financial reporting matters.

Cost Auditors

Your Company has appointed Messrs. DGM & Associates, Cost Accountants, for conducting the Cost Audit for the FY27 in terms of the provisions of the Act and the Companies (Cost Records and Audit) Rules, 2014.

The Board of Directors of your Company on the recommendation of the Audit Committee, at its Meeting held on 6^th February 2026 has approved the re-appointment of M/s. DGM & Associates, Cost Accountants (Firm Registration No. 000038), as the Cost Auditors to conduct the Audit of the Cost Records of the Company for the FY27 at a remuneration of 42,000 (Rupees Forty Two Thousand only) plus applicable taxes and out-of-pocket expenses as incurred from time to time. The proposal for the ratification of the remuneration payable to M/s. DGM & Associates is being placed for the approval of Shareholders at the ensuing AGM.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are made and maintained.

Secretarial Auditor and Auditors Report

At the 85^th AGM held in the year 2025, Messrs S. R. & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company, were appointed by the Shareholders for a period of 5 (Five) years commencing from FY 2025-26 to FY 2029-30 in terms of the provisions of the Act & the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations.

The Secretarial Audit Report in Form MR-3 is enclosed as

Annexure E and forms a part of this Report.

Whistle Blower Policy

The details on the Whistle Blower Policy are provided in the Report on Corporate Governance as attached to this Report.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorised, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has also laid down policies for prevention and detection of frauds and errors and eventually maintaining accuracy and completeness of accounting records. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The system is commensurate with the size and the nature of operations of the Company.

The Board has re-appointed M/s S K Agrawal & Co. Chartered Accountants LLP, as the Internal Auditor of the Company for the financial year 2026-27. The Audit Committee considers and reviews the Internal Audit Report on a quarterly basis.

The Audit Committee also evaluates the risk management system and periodically reviews the internal control system to ensure that it remains effective and aligned with the business requirements of your Company.

Risks and Concerns

Your Company periodically reviews the risk management framework to keep it integrated to the long term strategic plans and to address the external & internal risks.

The Risk Management Policy document, as approved by the Board of Directors has in its scope, the establishment of a process for risk assessment, identification of risks both internal and external, and a detailed process for evaluation and mitigation of risks. The web link for accessing such policy is https://www.texinfra.in/pdf/Risk Management Policy.pdf

The objectives of the Audit Committee pertaining to Risk Management is to monitor and review the risk management system for the Company including identification therein of elements of risks, if any, and such other related functions.

Your Company is having a Risk Management Committee (RMC) duly constituted by the Board of Directors of the Company. The composition of the RMC is provided in the Report on Corporate Governance which forms a part of this Report.

The Risk Management Committee periodically reviews the Policy to ensure its effectiveness.

DISCLOSURES

a) There has been no change in the nature of business of the Company during the year under review.

b) There are no significant and material orders passed by the Regulators / Courts / Tribunals that would impact the going concern status of the Company and its future operations.

c) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and the date of this Report.

d) During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in your Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

e) The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions, along with reasons, are not applicable.

f) The details of any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year, along with their status as at the end of the financial year are not applicable.

g) The Reports of the Auditors do not contain any qualification / modification and hence no explanation is required.

h) There was no instance of One Time Settlement of loans from Banks / Financial Institutions during the year under review.

i) Deposits

During the FY26, the Company has not accepted any Deposits under the provisions of the Act.

j) Share Capital

During the year, there was no change in the Share capital of the Company. The Paid up share capital of the Company as at 31^st March 2026 was 12,74,26,590.

k) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013

An Internal Complaints Committee (ICC) has been set up in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the Rules framed thereunder to promote safe & healthy work environment and to redress complaints received regarding sexual harassment. The ICC meets at regular intervals.

Further, your Company has a Policy on prevention of Sexual Harassment in accordance with the said Act and Rules.

No case of sexual harassment was received or reported during the year under review.

l) Compliance with Secretarial Standards

The Company has duly complied with the necessary requirements of the Secretarial Standards (SS-1 and SS-2) as issued by the Institute of Company Secretaries of India relating to Board Meetings and General Meetings.

m) Compliance with The Maternity Benefit Act, 1961

Your Company has in place a Policy on Maternity Benefit in accordance with the Maternity Benefit Act, 1961, as amended. The Company is compliant with all applicable provisions of the said Act and the rules framed thereunder and provides maternity benefits to all of its women employees.

OTHER INFORMATION Annual Return

The copy of the Annual Return is available on the website of the Company. The weblink for accessing Annual Return is: https://www.texinfra.in/investors.html

Corporate Governance

Report on Corporate Governance pursuant to the Listing Regulations is attached as Annexure F and forms a part of this Report.

Dividend Distribution Policy

Your Company has in place a dividend distribution policy in line with the requirements of the Listing Regulations. The weblink for accessing such policy is: http://www.texinfra.in/ pdf/DDP.pdf.

Loans, Guarantees and Investments

The details of Loans, Corporate Guarantees and Investments made during the FY26 under the provisions of Section 186 of the Act have been disclosed in the Financial Statements of the Company.

Related Party Transactions

An omnibus approval from the Audit Committee for the financial year was obtained for the transactions which are repetitive in nature. All related party transactions are reported to and approved by the Audit Committee / Board of Directors. The details of such transactions were also placed before the Audit Committee and Board of Directors for their review, on a quarterly basis. During the year, there was no material related party transaction entered into by the Company and as such disclosure in Form AOC-2 is not required.

All related party transactions during the FY26 were entered in the ordinary course of business and on arms length basis.

The Company has also in place a policy on dealing with related party transactions and the same is disclosed on the Companys website. The web link for accessing such policy is http://www.texinfra.in/pdf/RELATED PARTY TRANSACTION POLICY.pdf.

DIRECTORS RESPONSIBILITY STATEMENT

[PURSUANT TO 134(3)(c) READ WITH 134 (5) OF THE COMPANIES ACT, 2013 AND SCHEDULE II PART C (A)(4)(a) OF LISTING REGULATIONS]

Your Directors state that:

(a) in the preparation of the Annual Financial Statements for the financial year ended 31^st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) relevant accounting policies as adopted are applied consistently and the judgments and estimates made 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;

(c) proper and sufficient care had been taken 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) the Annual Financial Statements of the Company have been prepared on a going concern basis;

(e) they 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) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board wishes to place on record their appreciation for the co-operation, support and valuable services received from the employees, shareholders, banks, government agencies and all other stakeholders.

Dated: 13th May 2026	For and on behalf of the Board Akshay Poddar Chairman
Place: Kolkata	(DIN: 00008686)