Thrive Future Habitats Limited Directors Report

BOARDS REPORT

Dear Members,

Your Directors are pleased to present the 78^th Annual Report of the Company along with the Companys Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS

A brief summary of the audited financials of the Company for the Financial Year ended March 31, 2026 is given below:

				(Rs. in Lakhs)
	Standalone Performance		Consolidated Performance
Particulars	Year ended		Year ended
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from operations	122.32	217.97	122.59	217.97
Profit before Finance Cost and Depreciation Expenses	(64.82)	(28.05)	(66.69)	16.45
Finance Costs	12.22	9.55	12.22	9.63
Depreciation and Amortization Expenses	20.81	25.53	20.81	59.89
Exceptional items	0.02	(4.95)	2.27	(267.32)
Profit before tax	(97.83)	(68.09)	(97.46)	(320.40)
Tax Expense	(0.80)	(3.01)	(0.80)	(3.01)
Profit for the year from continuing operations after tax	(97.02)	(65.08)	(96.65)	(317.39)
Profit/(Loss) from discontinuing operations after tax	-	-	(5.55)	(0.71)
Profit for the year	(97.02)	(65.08)	(102.20)	(318.10)
Attributable to:
-Equity Shareholders of the Company	-	-	(99.92)	(198.53)
-Non-controlling interests	-	-	(2.28)	(119.57)
Other Comprehensive Income	(0.19)	1.13	(0.19)	1.13
Total Comprehensive Income	(97.21)	(63.95)	(102.39)	(316.97)
Balance in Retained Earnings at the beginning of the year	(1,002.55)	(937.48)	(302.91)	(104.38)
Profit for the year (attributable to equity shareholders of the company)	(97.02)	(65.08)	(99.92)	(198.53)
Re-measurement of defined Employee benefit plans	-	2.05	-	2.05
Dividends including tax on dividend	-	-	-	-
Transfer on disposal of equity investments	-	-	-	-
Acquisition of non-controlling interests	-	-	-	-
Transferred to General Reserve	-	-	-	-
Balance in Retained Earnings at the end of the year	(1,099.58)	(1,002.55)	(402.83)	(302.91)

2. State of the Companys Affairs

During the Financial Year 2025-26, the revenue from operations was Rs. 122.32 Lakhs as compared to Rs. 217.97 Lakhs in the previous Financial Year 2024-25.

Profit before Tax (PBT) for the Financial Year 2025-26 stood at a Loss of Rs. (97.83) Lakhs, compared to a loss of Rs. (68.09) Lakhs in the previous Financial Year 2024-25.

The Company reported a total comprehensive loss of Rs. (97.21) Lakhs for the Financial Year 2025-26, as against a total comprehensive loss of Rs. (63.95) Lakhs in the previous Financial Year 2024-25.

3. DIVIDEND

In view of the losses incurred by the Company during the financial year under review, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

4. TRANSFER TO GENERAL RESERVE

During the Financial Year 2025-26, the Company has not transferred any amount to the general reserve.

5. CHANGES IN SHARE CAPITAL

• Authorised Share Capital:

Particulars	Change During the Year (No. of Shares)	Cumulative No. of Equity Shares	Cumulative Amount (Rs.)
As on March 31, 2025	-	50,00,000	5,00,00,000
Increase pursuant to Postal Ballot dated April 20, 2025	1,50,00,000	2,00,00,000	20,00,00,000
Further increase pursuant to EGM dated February 17, 2026	20,00,000	2,20,00,000	22,00,00,000
As on March 31, 2026	-	2,20,00,000	22,00,00,000

• Paid-up Share Capital

Particulars	No. of shares Alloted	Total Capital (Rs.)
As on March 31, 2025	-	4,67,36,330
Increase pursuant to Postal Ballot dated April 20, 2025	48,87,356	4,88,73,560
Further increase pursuant to EGM dated February 17, 2026	17,58,592	1,75,85,920
As on March 31, 2026	-	11,31,95,810

• Fully Convertible Warrants

Particulars	Details
Date of Allotment	May 16, 2025
Number of Warrants Allotted	93,12,364
Issue Price per Warrant	Rs. 31.41/-
Conversion	Each warrant is convertible into one Equity Share of Rs. 10 each within 18 months from the date of allotment.
Status as on March 31, 2026	93,12,364 Fully Convertible Warrants outstanding

6. STATEMENT OF DEVIATION OR VARIATION IN UTILISATION OF FUNDS

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no deviation or variation in the utilisation of the proceeds received against the preferential allotment of Equity Shares and Fully Convertible Warrants from the objects stated in the Notice and Explanatory Statement approved by the Members during the year under review. The Statement of Deviation or Variation was reviewed by the Audit Committee and submitted to the Stock Exchange(s) time to time, in accordance with the applicable provisions of the SEBI Listing Regulations.

7. CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review, the Registered Office of the Company was shifted from Ador House, 5th Floor, 6 K. Dubash Marg, Fort, Mumbai, Maharashtra-400001, India" to "Y-12 to Y-19, Third Floor, Eldeco Centre, Malviya Nagar, DMRC Metro Station, New Delhi - 110017", pursuant to the approval of the Members by way of a Special Resolution, subject to the approval from Regional Director.

The Regional Director, vide Order dated March 2, 2026, approved the shifting of the Registered Office from the State of Maharashtra to the National Capital Territory of Delhi. The Registrar of Companies, registered the said Order and issued the Certificate of Registration on April 20, 2026, giving effect to the change.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review, the Company amended its Object Clause by adding a new object relating to the real estate business pursuant to a Special Resolution passed by the Members through Postal Ballot on April 20, 2025. Other than the aforesaid amendment, there was no change in the existing nature of business of the Company.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES SUBSIDIARY COMPANIES

As on March 31, 2026, the Company had one subsidiary, namely 1908 E-Ventures Private Limited.

A statement containing the salient features of the financial statements of the Subsidiaries, Joint Ventures and Associates of the Company in Form AOC-1 (Annexure E), as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the financial statements.

Change in Subsidiaries, Joint Ventures and Associate Companies

During the financial year under review, Aura Flow Private Limited (Formerly known as Anatomicals Ador India Private Limited) ceased to be a subsidiary of the Company w.e.f. March 30, 2026, pursuant to the transfer of 1,73,998 Equity Shares of Aura Flow Private Limited, to Ms. Mei Ling Foon Ming Lee. Consequently, Aura Flow Private Limited ceased to be a subsidiary of the Company w.e.f. the said date.

The Company did not have any joint venture or associate company during the financial year under review.

10. MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

However, the following changes took place subsequent to the close of the financial year:

• Ms. Pinki Sharma, Company Secretary and Compliance Officer, resigned from her office w.e.f. the close of business hours on April 09, 2026, due to personal reasons.

• Ms. Shobha Joshi was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. July 08, 2026.

• Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 25, 2026, appointed M/s. Jain Chopra & Company, Chartered Accountants (Firm Registration No. 002198N), as the Internal Auditor of the Company for the financial year 2026-27.

• M/s. Praveen & Madan, Chartered Accountants (Firm Registration No. 011350S), resigned as the Statutory Auditors of the Company with effect from August 05, 2026, after issuance of the Limited Review Report on the Unaudited Financial Results of the Company for the quarter ended June 30, 2026, due to their pre-occupation with other professional commitments.

• Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 05, 2026, appointed M/s. J.C. Bhalla and Co., Chartered Accountants (Firm Registration No. 001111N), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Praveen & Madan, Chartered Accountants, subject to the approval of the shareholders in the ensuing AGM.

• Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS No. 8103; CP No. 8064), resigned as the Secretarial Auditor of the Company with effect from August 05, 2026, after issuance of the Secretarial Audit Report for the financial year ended March 31, 2026, due to her pre-occupation with other professional commitments.

• Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 05, 2026, appointed M/s. Neeta A & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company to fill the casual vacancy caused by the resignation of Ms. Snehal Amol Phirange until the conclusion of the 78th Annual General Meeting of the Company and further recommended their appointment, subject to the approval of the shareholders, for a term of five consecutive financial years commencing from FY 2026-27 up to FY 2030-31.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders have been passed during the Financial Year 2025-26 by the regulators or courts or tribunals affecting the going concern status and Companys operations in the future.

12. BOARD AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, the following changes took place in the composition of the Board and Key Managerial Personnel of the Company:

Name	Designation	Change	Effective Date
Mr. Sandeep Ahuja	Independent Director	Re-appointed for second term**	March 20, 2025
Mr. Deep Ashda Lalvani	Chairman & Whole-Time Director	Resigned*	May 27, 2025
Mr. Deep Ashda Lalvani	Chief Financial Officer	Resigned*	May 27, 2025
Ms. Tanya Halina Advani	Non-Executive Director	Resigned*	May 27, 2025
Mr. Suneil Chawla	Independent Director	Resigned*	May 27, 2025
Ms. Praveen Kumari Singh	Independent Director	Appointed**	May 27, 2025
Mr. Arvinder Singh Pasricha	Non-Executive Non-Independent Director	Appointed**	May 27, 2025
Mr. Vinay Kumar Singh	Managing Director	Appointed**	May 27, 2025
Mr. Vinay Kumar Singh	Chief Financial Officer	Appointed**	May 27, 2025

** The re-appointment of Mr. Sandeep Ahuja as an Independent Director for a second term for 5 years was approved by the Members through Postal Ballot on June 20, 2025. Further, The appointments of Ms. Praveen Kumari Singh, Mr. Arvinder Singh Pasricha and Mr. Vinay Kumar Singh were made in the Board Meeting dated May 27, 2025. Later, their appointments were regularized by the Members at the 77th Annual General Meeting held on August 13, 2025.

**The appointments of Ms. Praveen Kumari Singh, Mr. Arvinder Singh Pasricha and Mr. Vinay Kumar Singh were made in the Board Meeting dated May 27, 2025. Later, their appointments were regularized by the Members at the 77^th Annual General Meeting held on August 13, 2025. Further, the re-appointment of Mr. Sandeep Ahuja as an Independent Director for a second term for 5 years was approved by the Members through Postal Ballot on June 20, 2025.

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience and are independent of the management.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Vinay Kumar Singh, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

13. Meeting of Board of Directors

During the Financial Year 2025-26, the Board of Directors held eight (8) meetings on May 16, 2025, May 27, 2025, June 16, 2025, August 13, 2025, November 14, 2025, December 22, 2025, January 22, 2026 and February 6, 2026.

The gap between any two consecutive Board Meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

14. COMMITTEES OF BOARD

a) Nomination & Remuneration Committee:

The Board has duly constituted the Nomination & Remuneration Committee.

Nomination & Remuneration Committee constituted under the provision of section 178 of Companies "Act" 2013 consist of below mentioned members as on March 31, 2026:

Name of the Director*	Category	Chairman/Member
Mr. Sandeep Ahuja	Independent Director	Chairman
Ms. Praveen Kumari Singh	Independent Director	Member
Mr. Arvinder Singh Pasricha	Non-Executive Director	Member

* The Committee was duly re-constituted on May 27, 2025 post the resignation of Mr. Suneil Chawla and Ms. Tanya Halina Advani w.e.f. May 27, 2025 who were members of this Committee.

The Board has adopted a policy for the selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration.

The Nomination & Remuneration Policy of the Company consists of the criteria for the appointment of Board members, Key Managerial Personnel and Senior Management of the Company and performance evaluation. Some of the indicators for appointment of Directors, Key Managerial Personnel and Senior Management includes criteria for determining qualifications (educational, expertise etc.) and remuneration, positive attributes (personal qualities & characteristics, reputation etc.) with the object of attracting, retaining and motivating talent which is required to run the Company successfully. The same is available on the website of the Company at https://thrivefuturehahitats.com/investors-services/company-policy/.

b) Audit Committee:

The Board has duly constituted the Audit Committee.

Audit Committee constituted under the provisions of Section 177 of the Companies Act, 2013 consist of below mentioned members as on March 31, 2026:

Name*	Category	Chairman/Member
Mr. Sandeep Ahuja	Independent Director	Chairman
Ms. Praveen Kumari Singh	Independent Director	Member
Mr. Vinay Kumar Singh	Managing Director	Member

* The Committee was duly re-constituted on May 27, 2025 post the resignation of Mr. Suneil Chawla and Mr. Deep Ashda Lalvani w.e.f. May 27, 2025 who were members of this Committee.

Further, there was no recommendation of Audit committee which was not accepted by the Board. Hence, disclosure of the same is not required in this report.

c) stakeholders Relationship Committee:

The Board has duly constituted the Stakeholder Relationship Committee.

The stakeholders Relationship Committee consists of below mentioned members as on March 31, 2026:

Name*	Category	Chairman/Member
Mr. Arvinder Singh Pasricha	Non-Executive Director	Chairman
Ms. Praveen Kumari Singh	Independent Director	Member
Mr. Vinay Kumar Singh	Managing Director	Member

*The Committee was duly re-constituted on May 27, 2025 post the resignation of Ms. Tanya Halina Advani and Mr. Deep Ashda Lalvani May 27, 2025 who were members of this Committee.

15. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Board, its Committees and individual Directors.

The framework for performance evaluation, inter alia, covers the functioning and effectiveness of the Board and its Committees, participation and contribution of the Directors in the Board and Committee meetings, quality of deliberations, strategic guidance, governance practices and the overall effectiveness of the Board.

The annual performance evaluation was carried out by the Board based on the evaluation criteria approved by the Nomination and Remuneration Committee. The Directors expressed their views through structured evaluation parameters, which enabled an assessment of the performance of the Board, its Committees and individual Directors.

16. Vigil Mechanism and Whistle-blower Policy

The Company has in place a robust Vigil Mechanism and Whistle-blower Policy in line with the provisions of the Act and the Listing Regulations.

The Policy is available on the Companys website and can be accessed at https://thrivefuturehahitats.com/investors-services/ company-policy/.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given under Section 186 of the Companies Act, 2013 are disclosed in the Standalone Financial Statements (Please refer Note 5 to the Standalone Financial Statements). The Company did not provide any guarantees or make any investments or provided any security under Section 186 of the Companies Act, 2013 during the financial year under review.

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

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure A to this Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Companys contracts/arrangements/transactions with related parties are in the ordinary course of business and on an arms length basis. Thus, provisions of Section 188(1) of the Companies Act, 2013 are not applicable. There were no materially significant related party transactions requiring disclosure under Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. Details of all transactions with related parties are given in Note No. 32 of Notes forming part of Financial Statements.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Companys website and can be accessed at https://thrivefuturehabitats.com/investors-services/company-policy/.

20. LISTING

The shares of your Company are listed at BSE Limited, and pursuant to Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Listing fees for the year 2026-27 have been paid. The Company has paid the annual custodian fees for the year 2026-27 in respect of shares held in dematerialized mode to NSDL & CDSL.

21. DEPOSITS

The Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 2025-26.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria specified under Section 135 of the Companies Act, 2013, along with the companies (Corporate Social Responsibility Policy) Rules, 2014. Therefore, the provisions related to Corporate Social Responsibility are not applicable.

23. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013 ("the Act"), the Directors make the following statements that:

(i) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

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

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

24. FUTURE OUTLOOK

The details of Future Outlook of the Company are disclosed in the Management Discussion and Analysis Report (Annexure D) forming part of this report.

25. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls which ensures compliance with all applicable laws and regulations and facilitates optimum utilisation of available resources and protects the interests of all stakeholders. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

26. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013 relating to maintenance of cost records are not applicable to the Company.

27. AUDITORS

(i) Statutory Auditors and their Report

At the 75^th Annual General Meeting held on August 14, 2023, the members approved re-appointment of M/s. Praveen and Madan, Chartered Accountants, (Firm Registration No. 011350S) as the Statutory Auditors of the company to hold the office until the conclusion of the 80^th Annual General Meeting of the company to be held for the Financial Year 2027-28.

They have audited the Financial Statements of the company for the Financial Year 2025-26.

There are no qualifications, reservations or adverse remarks and disclaimers made by the Statutory Auditors, in their Audit Report for the Financial Year 2025-26.

Further, there were no frauds reported by the Statutory Auditors to the audit committee or the board under Section 143(12) of the Act for the Financial Year 2025-26.

M/s. Praveen & Madan, Chartered Accountants (Firm Registration No. 011350S), resigned as the Statutory Auditors of the Company with effect from August 5, 2026, after issuance of the Limited Review Report on the Unaudited Financial Results of the Company for the quarter ended June 30, 2026, resulting in a casual vacancy in the office of the Statutory Auditors of the Company. Accordingly, based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 5, 2026, appointed M/s. J.C. Bhalla and Co., Chartered Accountants (Firm Registration No. 001111N) as the Statutory Auditors of the Company, subject to the approval of the shareholders at the ensuing 78^th AGM, to fill the said casual vacancy and to hold office until the conclusion of the 79th Annual General Meeting of the Company.

Further, the statutory auditor has confirmed its eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

(ii) Secretarial Auditors and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder, Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS No. 8103; CP No. 8064), was appointed as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, is annexed to this Report as Annexure B.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Secretarial Auditor in their Report are provided below:

S. No. Auditor Comments	Managements Response
1. The advertisement pertaining to the financial results approved at the Board Meeting held on May 16, 2025, was duly published in the regional newspapers within 48 hours. However, it was published in the English newspaper beyond the stipulated 48-hour period.	The Management submits that the delay was inadvertent and unintentional in nature. The advertisement was submitted for publication on the date of the Board Meeting; however, the delay in its publication in the English newspaper occurred due to circumstances beyond the Companys control.
	The Company has since taken the necessary corrective measures and strengthened its compliance monitoring and review mechanisms to prevent the recurrence of such instances and to ensure timely compliance with applicable regulatory requirements.
2. Although the advertisement relating to the financial results approved at the Board Meeting held on August 13, 2025, was duly published, the disclosure of the same was not submitted to BSE.	Noted for future compliance.
3. The Quick Response Code (QR Code) was not affixed to the newspaper advertisements.	Noted for future compliance.
4. The data relating to Unpublished Price Sensitive Information (UPSI), as required under Regulations 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, was entered with a delay.	The entries were recorded on time. However, due to a system crash, certain records were lost and had to be recorded again later, resulting in a delay in the system records.

Further, there were no frauds reported by the Secretarial Auditors to the audit committee or the board under Section 143(12) of the Act for the Financial Year 2025-26.

Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS No. 8103; CP No. 8064), resigned as the Secretarial Auditor of the Company with effect from August 5, 2026, after issuance of the Secretarial Audit Report for the financial year ended March 31, 2026, resulting in a casual vacancy in the office of the Secretarial Auditor of the Company. Accordingly, based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August 5, 2026, appointed M/s. Neeta A & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company to fill the said casual vacancy until the conclusion of the 78th Annual General Meeting of the Company. Further, the Board has recommended the appointment of M/s. Neeta A & Associates, Practicing Company Secretaries, subject to the approval of the shareholders, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2026-27 up to FY 2030-31.

Further, the secretarial auditor has confirmed her eligibility and qualification required under the Act for holding the office, as Secretarial Auditors of the Company.

(iii) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor to conduct internal audit of its functions and activities.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 27, 2025, appointed M/s. R Atchoudane, Chartered Accountant, as the Internal Auditor of the Company for the financial year 2025-26.

Also, based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 25, 2026, appointed, M/s. Jain Chopra & Company, Chartered Accountants (Firm Registration No. 002198N), as the Internal Auditor of the Company for the financial year 2026-27.

(iv) Cost Auditor

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013 and the rules made thereunder are not applicable to the Company.

28. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with rules made thereunder, the Annual Return of the Company for the Financial Year ended on March 31, 2026 is available on the Companys website at https://thrivefuturehabitats.com/investors- services/other/.

29. PARTICULARS OF EMPLOYEES (SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014)

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as an Annexure C and forms an integral part of this report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion & Analysis Report forming part of the Annual Report is annexed as Annexure D to this Report.

31. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was exempt from complying with Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the Report on Corporate Governance and the Auditors Certificate on Corporate Governance were not applicable to the Company during the financial year 2025-26.

As on March 31, 2025, the paid-up share capital of your Company is Rs. 4.67 Crores and Net Worth of your Company is Rs. 2.60 Crores. Accordingly, the paid-up capital and Net Worth is below the prescribed limit for mandatory applicability of Corporate Governance clause as per Regulation 15(2)(a) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

However, pursuant to the preferential allotment of equity shares made by the Company on March 31, 2026, the paid-up equity share capital of the Company exceeded the threshold prescribed under Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in terms of the first proviso to Regulation 15(2), the provisions relating to Corporate Governance shall become applicable to the Company within six months from March 31, 2026. The Company is taking the necessary steps to ensure compliance with the applicable Corporate Governance provisions within the prescribed timeline, and the requisite disclosures shall be made in the Report on Corporate Governance from the financial year 2026-27 onwards.

32. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations), the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Ind AS and form part of the Annual Report. The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto are available on the Companys website and can be accessed at https://thrivefuturehahitats.com/. The financial statements have been consolidated with its subsidiaries, namely, 1908 E-Ventures Private Limited and Aura Flow Private Limited (formerly known as Anatomicals Ador India Private Limited), the financial statements of Aura Flow Private Limited having been consolidated up to March 30, 2026, as it ceased to be a subsidiary of the Company thereafter.

Pursuant to the provisions of Section 136 of the Act, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Audited Financial Statements of each of the subsidiaries, are available on the website of the Company and may be accessed at https://thrivefuturehabitats.com/investors-services/financial- results/.

33. RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

The Company has adequate risk management process to identify and notify the Board of Directors about the risks or opportunities that could have an adverse impact on the Companys operations or could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and also has a policy for employees to report sexual harassment cases at the workplace. The Companys process assures complete anonymity and confidentiality of information. During the current year, no complaints were received/ disposed by the Company.

The disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a) Number of complaints of sexual harassment received in the year: NIL

b) Number of complaints disposed of during the financial year: NIL

c) Number of cases pending for more than ninety days: NIL

d) Number of complaints pending as on the end of the financial year: NIL

35. The Code on Social Security, 2020 - Maternity benefit

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020, which ensures maternity benefits to women employees as per applicable law. During the financial year ended March 31, 2026, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company.

The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.

36. HUMAN RESOURCES

Industrial Relations

Management is keen on following the best practices for attracting, retaining and enhancing human resources of the Company. Internal transfer, job rotation and training have been inculcated at different levels of the organization hierarchy to evolve team leaders and managers. The above-mentioned measures will ensure a motivated workforce, promote the ownership and sharing economic growth of the Company.

37. Compliance with Secretarial Standards

The Company has complied with the applicable provisions of Secretarial Standard-1 (Secretarial Standard on meetings of Board of Directors) and Secretarial Standard-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India.

38. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares and ESOP to the employees or directors of the Company.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any salary or commission from any of the subsidiaries of the Company.

• Failure to implement any corporate action.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• Issue of debentures, Bonds or any non-convertible securities.

• No proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• No instance of any one-time settlement with the Banks or Financial Institutions during the financial year 2025-26.

39. ACKNOWLEDGEMENT

The Board of Directors expresses their sincere appreciation to all the stakeholders of the Company for the trust, confidence and support bestowed upon us.

The Board of Directors assures to uphold the Companys commitment towards acting with honesty, integrity and respect and to be responsible and accountable to all the stakeholders of the Company.

The Board of Directors thanks all stakeholders for their commitment and invaluable contributions toward helping our business succeed and on course to deliver sustainable and profitable growth.

Please do look after the health and safety of yourself and your families.

		On behalf of the Board of Directors
		Thrive Future Habitats Limited
		(Formerly Ador Multiproducts Limited)
Date: August 5, 2026	Vinay Kumar Singh	Arvinder Singh Pasricha
Place: Delhi	Managing Director	Chairman and Director
	DIN:06497700	DIN: 00032420