Umiya Buildcon Ltd Directors Report

Dear Members

Your Board of Directors ("Board") has immense pleasure in presenting its 42nd (Forty Second) Annual Report on business and operations of Umiya Buildcon Limited (Formerly MRO-TEK Realty Limited) (‘the Company or ‘Umiya), along with Audited Financial Statements and the Auditors Report thereon for the financial year (FY) ended March 31,2026.

1. FINANCIAL REVIEW:

In compliance with the provisions of the Companies Act, 2013 ("Act"), and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, as amended from time to time ("Listing Regulations"), the Company has prepared its Standalone Financial Statements and Consolidated Financial Statements as

per Indian Accounting Standards (Ind AS) for the FY 2025-26.

The financial highlights of the Companys operations are as follows:

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	5,419.66	4857.72	7236.51	4,860.78
(-) Cost of goods/services sold	2,058.25	1663.45	2411.39	1544.62
Net Revenue from Operations	3,361.41	3194.27	4825.12	3,316.16
(-) Employee benefits, Administration and Selling Expenses	1,996.99	1393.12	2229.97	1422.02
Other Income	5,189.75	376.64	2229.98	276.43
EBITDA	6,554.17	2177.79	6937.51	2,170.57
(-) Depreciation and Amortization	324.15	307.91	345.20	310.40
EBIT	6,230.02	1869.88	6592.31	1,860.17
(-) Interest and other Finance Costs	1,101.03	1,110.29	1101.77	1,110.31
Profit /(Loss) before Tax from Continuing Operations	5,128.99	759.59	5490.54	749.86
Profit /(Loss) from Discontinued operations	-	(7.92)	-	(7.92)
Profit /(Loss) before Tax	5,128.99	751.67	5490.54	741.94
(-) Total Tax Expenses	935.6	153.96	1271.08	158.00
Profit / (Loss) after Taxation (PAT)	4,193.39	597.71	4219.46	583.94
Other Comprehensive Income	(12.73)	(6.62)	(12.73)	(6.62)
Net Income	4,180.66	591.09	4206.73	577.32

A detailed performance analysis on various segments, business and operations is provided in the Management Discussion and Analysis segment which is annexed to this report.

Your Companys financial statements for the financial year ended March 31,2026 are prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 including amendments Rules, 2018. Accordingly, numbers for all the comparative periods have been restated.

A. PERFORMANCE OVERVIEW:

PERFORMANCE: (Consolidated)

This year the Companys net profit from operations increased to Rs.1,444.39 Lakhs as against Rs.577.32 Lakhs in the previous financial year 2024-25. This is an increase of Rs.867.07 Lakhs or a 250% jump in the net profit. The Company also earned a profit of Rs.2,762.34 Lakhs from the sale of its property at Electronic City. Hence the consolidated profit for the year 2025-2026 is Rs.4,206.73 Lakhs.

The brief review of the financials is as follows:

> The revenue from operations from each Business unit wise has been tabulated below:

Business unit wise	2025-26	2024-25	Increase/ (Decrease)
Product	3,267.28	1,820.04	1447.24
Solutions	1,243.90	1,441.11	(167.21)
Real Estate	2,725.33	1,599.63	1125.70
Revenue from Continuing Operations	7,236.51	4,860.78	2375.73
Revenue from Discontinued Operation (EMS)	-	16.06	(16.06)
Total Revenue from Continuing and Discontinued Operations	7,236.51	4,876.84	4765.4

> The Companys consolidated revenue from Product segment increased from Rs. 1,820.04 Lakhs (Previous year 2024-25) to Rs. 3267.28 Lakhs during the financial year 2025-26. The significant increase of Rs. 1447.24 Lakhs was achieved by enhancing the product portfolio by way of introduction of new model Switches / routers, Innovation and R&D efforts, by incorporating higher local Content and ensuring Govt Compliance/certifications in the products thereby leveraging Make in India policy of theGovernment and regulation on National Security Directive on the Telecommunication Sector (NSDTS)

> The total revenue generated from the Solutions Business Segment decreased from Rs. 1,441.11 lakhs in FY 2024-25 to Rs. 1,243.90 lakhs in FY 2025-26. The decrease in revenue of Rs. 197.21 lakhs were primarily attributable to projects being in the renewal and contract renegotiation stage during the year.

> The Company managed to increase revenue from Real Estate Segment from Rs. 1,559.63 Lakhs (Previous year 2024-25) to Rs.2725.33 Lakhs during the financial year 2025-26.The increase in revenue during FY 2025-26 was primarily attributable to the sale of land amounting to Rs. 1,000 lakhs, while the remaining growth was driven by higher lease rental income.

> During FY 2025-26, the Company received all requisite approvals, including RERA approval, and commenced construction of its project "Umiya Bricklane" at Candolim, Goa, which has received an encouraging market response, evidenced by initial customer booking advances. The associated firm Umiya Buildtek launched "Umiya Prism" on Cunningham Road, Bengaluru, an ultra-luxury boutique residential project in the Central Business District (CBD). The project has received RERA approval, and initial development activities are underway.

> The consolidated turnover stood at Rs.7236.51 Lakhs as against Rs.4860.78 Lakhs as compared to previous financial year. Details on segmental revenue and performance are furnished inNote no. 38 on Supplementary Notes to Accounts

> The consolidated EBITDA for the financial year 2025-26 is Rs. 6937.51 Lakhsas against EBITDA for the previous year 2024-25of Rs 2170.57 lakhs.

> The increase in interest expense was due to additional borrowings and change in interest rate resulting in addition expenditure of Rs. 219.13 lakhs as compared to corresponding previous year.

> The consolidated profit/(Loss) for the year under review was Rs. 4,206.73 lakhs. This includes a profit of Rs. 2,762.34 lakhs from the sale of the Electronic City property. The Companys operational performance also improved significantly, with net profit from operations increased to Rs. 1,444.39 lakhs from Rs. 577.32 lakhs corresponding previous financial year 2024-25

> The consolidated net worth increased to Rs.11,496.15 Lakhs as at 31 st March 2026 as compared to Rs. 7492.61 Lakhs as on 31stMarch 2025 and net worth of the company is increased from Rs 7535.76lacs to Rs. 11,716.43 lacs during the year 2025-26.

> During the year under review, the Company recorded a substantial growth of approximately 80% in product billings, reflecting strong performance and market acceptance of newly introduced products. The Project Operations segment continued to deliver consistent revenue streams, further bolstered by the addition of a new project at Pondicherry P-SWAN. The Company successfully obtained telecom regulatory clearances for all its products and has deepened its investment in Research & Development to enhance in-house capabilities

> The Companys teams across Sales, Product Engineering, Factory Operations, Product Services, Solutions, Projects, Finance, Logistics, Exim, HR, IT, and Administration have demonstrated resilience, innovation, and dedication throughout the year, which has been instrumental in achieving business milestones.

The Board acknowledges the leadership and direction provided by the Chairman & Managing Director, Mr.

Aniruddha Mehta, which have contributed to the Companys progress.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated financial statements of the Company and its subsidiary for FY 2025-26 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon forms part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the subsidiary companies in Form AOC-1 forms part of this report as Annexure -A.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the subsidiary company upon a request by any Member of the Company. These financial

statements of the Company and the subsidiary company will also be available for inspection to the Members the through electronic mode. The Members desiring financial statements of the Company,the Consolidated financial statements along with other relevant documents and the financial statements of the subsidiary company, may send their request in writing to the Company at cs@mro-tek.comand the same would also beavailable on the Companys website URL:www.mro-tek.com/pdf/Financial results outcome 27.4.26.pdf

2. SECRETARIAL STANDARDS:

Pursuant to the provisions of Section 118 of theAct, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs (MCA).

3. DIVIDEND:

In order to support the Companys growth plans and strengthen its financial position, your Board regrets its inability to recommend any dividend for the financial year under review. However, efforts will be infused to bring the Company back to dividend track before long.

4. TRANSFER TO RESERVES:

Your board has not recommended to transfer any amount to the general reserve

5. SUBSIDIARY COMPANIES/FIRMS:

The Company has one direct Wholly Owned Subsidiary (WOS) MRO-TEK Private Limited as at March 31, 2026, as disclosed in the accounts.

Further investment in WOS: The Company invested an amount of Rs. 80,00,000 in its wholly owned subsidiary. There has been no material change in the nature of the business of the subsidiary company.

6. CHANGE IN NATURE OF BUSINESS:

During the year under review, there were no changes in the nature of business as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments between the end of the financial year and the date of the Report, which affect the financial position of the Company.

8. SHARE CAPITAL:

During the year under review, there has been no change in the Authorised Share Capital and Paid-up Share Capital of the Company.

The Authorised Share Capital of Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) is divided into 3,00,00,000 (Three Crores) Equity Share of Rs. 5/- (Rupees Five only) each and Paid-up Share Capital of the Company is Rs. 9,34,23,010/ - (Rupees Nine Crores Thirty-Four LakhsTwenty-Three Thousand and Ten only) divided into 1,86,84,602 (One Crore Eighty-SixLakh Eighty-FourThousand Six Hundred and Two) Equity Shares of Rs. 5/- (Rupees Five only) each.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review, the Company has not issued Shares with Differential Voting Rights.

Disclosure regarding issue of Employee Stock Options

During the financial year under review, the Company has not issued Shares under Employee Stock Options. Disclosure regarding issue of Sweat Equity Shares

During the financial year under review, the Company has not issued Sweat Equity Shares.

9. DEPOSITS:

The Company has not accepted deposits from the public/ members under Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review. Accordingly, the disclosures under Rule 8 (5) of the Companies (Accounts) Rules, 2014 in this regard are not applicable.

10. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs):

a) Director retiring by rotation

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mrs. Gauri Mehta (Holding DIN: 00720443), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. Resolutions seeking Shareholders approval for their re-appointment forms part of the Notice.

b) Cessation of Office of Directorship

There is no change in directorship of the Company for the year ended 31.03.2026.

c) Appointment of Directors and KMPs

# Mrs. Neela Manjunaths first term as Independent Director ends on 30th September 2026. She will be proposed to be reappointed as an Independent Director for the second term at the ensuing Annual General Meeting to be held for the Financial Year ended March 31,2026.

# Mr. H S Venkatesh,was re-appointed as an Independent Director with effect from June 15, 2025 up to June 14, 2030.

# Ms. Nicola Neeladri,was re-appointed as an Independent Director with effect from June 15, 2025 up to June 14, 2030.

d) Declaration of Independence

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted their declarations that each one of them meets the criteria of independence as provided under the provisions of Section 149(6) of the Act along with Rules framed thereunder under Regulations 16(1) (b) and 25 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any, and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Board/ Committees of the Company.

e) Board Diversity

The Company believes that building a diverse and inclusive culture is integral to its success. The Company has evaluated the Policy with a purpose to ensure adequate diversity in its Board of Directors,

which enables them to function efficiently and foster differentiated thought processes at the back of varied industrial and management expertise. The Board recognizes the importance of diverse composition and has therefore adopted a Board Diversity Policy. The Policy is made available on the Companys website at https://www.mro-tek.com/pdf/BoardDiversitvPolicv.pdf.

11. Annual Board evaluation and Familiarisation Programme for Board Members.

The Board of Directors and the Nomination and Remuneration Committee had carried out an annual evaluation of its own performance, the Board,the Committees and Individual Directors pursuant to the provisions of the Act and Listing Regulations on 20thJanuary, 2026. The performance as a whole was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members.

In a separate Meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings, in terms of preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in Meetings, etc. At the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by all the Directors, excluding the Independent Director being evaluated.

A note on the FamiliarisationProgramme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Act, and the Listing Regulations is referred herewith is made available at Companys official website athttps://www.mro-tek.com/ pdf/Fimiliarization Programme 2025 26.pdf

12. Policy on Directors Appointment and Remuneration

In compliance with the provisions of Section 178(3) Act and Regulation 19 of the Listing Regulations, the Board, on the recommendation of Nomination and Remuneration Committee has approved the Policy for selection andappointment of Directors. The aforesaid Policy provides a framework to ensure that suitable and efficient succession plans are in place for appointment of Directors on the Board. The Policy also provides for selection criteria for appointment of Directors. The Policy on remuneration can be accessed at the official website of the Company athttps://www.mro-tek.com/files/MRO-TEK Nomination and Remuneration Policy.pdf

13. COMPOSITION OF AUDIT COMMITTEE:

As on the financial year ended March 31,2026, the Audit Committee of the Company consisted of three Members and all of them have financial and accounting knowledge. The Board has accepted all the recommendations made by the Audit Committee during the year under review.

AUDIT COMMITTEE

S NO. NAME/Messrs	DIN	DESIGNATION
1. H S VENKATESH	01776040	CHAIRMAN
2. NEELA MANJUNATH	06981005	MEMBER
3. GAURI ANIRUDDHA MEHTA	00720443	MEMBER

14. NOMINATION AND REMUNERATION COMMITTEE POLICY:

As on the financial year ended March 31,2026, the Nomination and Remuneration Committee of the Company consisted of three Members. The Board has, on the recommendation of Nomination and Remuneration Committee framed a Policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The same has been disclosed on the website at www.mro-tek.com/files/ Nomination_and_Remuneration_Policy.pdf. The composition, criteria for selection of Directors and the terms of reference of the Nomination and Remuneration Committee is stated in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

S NO. NAME/Messrs	DIN	DESIGNATION
1. NEELA MANJUNATH	06981005	CHAIRPERSON
2. NICOLA NEELADRI	01997936	MEMBER
3. GAURI ANIRUDDHA MEHTA	00720443	MEMBER

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the accounts for the financial year ended March 31,2026, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) 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 as at March 31,2026;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared Annual Accounts of the Company on a ‘going concern basis;

e) 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) The Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

16. NUMBER OF MEETINGS OF THE BOARD

The Meetings of the Board were held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors were held when necessary.

Six (6) Meetings of the Board were held during the financial year under review on the following dates: April 29, 2025; July 08, 2025; September 01,2025; October 15, 2025; November 13, 2025; January 20, 2026. For details of Meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report as Annexure - II.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company continued to maintain, high standards of Internal Control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the Internal Control across various activities, as well as compliance with laid-down Systems and Policies are comprehensively and frequently monitored by your Companys Management at all levels of the organization.

The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosures, statutory compliances with adequate participation, inputs from the Statutory, Internal and Secretarial Auditors.

During the financial year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during financial year 2025-26.

18. AUDIT AND AUDITORS:

(a) Statutory Auditors -

Messrs K. S. Aiyar and Co, were re-appointed as Statutory Auditors of the Company at the 37th Annual General Meeting of the Company held on September 30, 2021to hold office for a period of Five (5) consecutive years, from the conclusion of the 37th AGM until the conclusion of 42nd AGM to be held in the calendar year 2026.

The term of the existing Statutory Auditors will conclude at the ensuing 42nd Annual General Meeting. The Board of Directors, based on the recommendation of the Audit Committee, has proposed the appointment of Messrs. Ishwar & Gopal, Chartered Accountants, as the Statutory Auditors of the Company for a term of five (5) consecutive years from the conclusion of the 42nd Annual General Meeting till the conclusion of the 47th Annual General Meeting, subject to approval of the Members of the Company.

The Board has duly reviewed the Statutory Auditors Report to the Financial Statements, which is selfexplanatory. Clarifications, wherever necessary, have been included in the notes to the Financial Statements section of the Annual Report. The AuditorsReport for the FY 2025-26 does not contain any qualification, reservation or adverse remark for the year under review. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

(b) Secretarial Auditors and Secretarial Audit Report -

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed Mr. Parameshwar G Bhat, Practising Company Secretary, as its Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2025-26 is annexed as Annexure - I and forms part of this Report. The Report does not contain any qualification, reservation, disclaimer or adverse remark for the year under review.

(c) Details of frauds reported by the Auditors-

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

(d) Internal Auditors -

The Board had appointed Messrs Ishwar and Gopal, Chartered Accountants, Bangalore as the Internal Auditors of the Company to conduct the audit on basis of a detailed internal audit plan which is reviewed each year in consultation with the Internal Audit Team and the Audit Committee. On a quarterly basis also, Internal Auditors give presentations and provide a report to the Audit Committee of the Company.

(e) Cost Audit-

Maintenance of cost records as specified by the Central Government pursuant to Section 148(1) of the Act, is not required by the Company and accordingly, such accounts and records are not made and maintained.

19. RELATED PARTIES TRANSACTIONS:

All Related Party Transactions which were entered into, during the financial year were on an arms length basis and in the ordinary course of business. In compliance with the said regulation, shareholders approval for the material transactions with Umiya Builders and Developers and Umiya Buildtek were duly obtained in the previous AGM held on 24th September 2025. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive in nature. Further, disclosures are made to the Audit Committee on a quarterly basis. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - B in Form AOC-2 and the same forms part of this report.

The Company has adopted a Policy for dealing with Related Party T ransactions and is made available on the Companys website at https://www.mrotek.com/files/Related Party Transaction 08th Aug 2023.pdf

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:

(a) Conservation of Energy:

(i) The Steps taken or impact on conservation of energy

The Company is certified under ISO 9001:2015 (Quality Management System) and ISO 14001:2015 (Environmental Management System), reflecting its commitment to quality and environmental sustainability. The Company continues to undertake measures for conservation of energy through optimum utilisation of natural lighting and ventilation, efficient use of electrical equipment, and minimisation of energy wastage. Electronic waste is managed and recycled in compliance with the applicable E-Waste (Management) Rules. Further, the Companys manufacturing processes comply with the RoHS (Restriction of Hazardous Substances) directives, thereby promoting environmentally responsible manufacturing practices.

(ii) Steps taken for utilising alternate sources of energy

During the year under review, the Company has not adopted any alternate sources of energy. However, it continues to explore feasible opportunities for adopting sustainable and energy- efficient practices, wherever commercially viable.

(i) The capital investment on energy conservation equipments

The Company did not make any capital investment on energy conservation equipment during the financial year 2025-26.

(b) Technology Absorption:

i) The efforts made towards technology absorption the benefits derived like product improvement, cost reduction, product development or import substitution;

The Company continued to strengthen its technological capabilities through focused research and development initiatives in networking products, information technology and defence communication solutions. During the year under review, the Product Development and Research & Development team continued its efforts towards the development and enhancement of the Companys indigenous 1G Ethernet Switch. The firmware, developed in-house by the Companys engineers, was successfully tested, and significant progress was made towards hardware development with procurement of the required Hardware Bill of Materials. The product is being developed with Class-I Local Content (over 60%), in line with the Government of Indias Aatma nirbhar Bharat initiative, thereby promoting indigenous design and manufacturing.

The Company also continued the development of its TDM/IP device for defence applications. In addition, the Software Development team enhanced the Companys Network Management Platform by developing and implementing new features and modules to improve network monitoring, management and operational efficiency. These enhancements were successfully tested and deployed for ongoing customer projects.

The in-house technical and commercial teams continued their efforts towards technology absorption through indigenisation of technology and components, value engineering, and continuous product improvement, resulting in enhanced product capabilities, improved operational efficiencies and reduced dependence on imported technologies.

The Company has not imported any technology during the last three financial years. Accordingly, the disclosures relating to technology absorption of imported technology are not applicable.The in-house technical and commercial teams consistently engage themselves in their endeavor to indigenize technology and components, as well as implementation of value-engineering and cost-saving methods.

During the financial year,an expenditure of Rs. 40.67 lakhs were incurred towards Research and Development.

(c) Foreign Exchange Earnings and Outgo:

Full details of foreign exchange earnings and expenditure are furnished in Financial statements under Para (a) of Note no. 41 of "Notes to accounts and other explanatory information".

(i) CAPITAL EXPENDITURE:

As on March 31,2026, the gross tangible and intangible assets stood at Rs. 1012.32 Lakhs and the net tangible and intangible assets at Rs. 655.63 Lakhs. Additions during the financial year amounted to Rs. 81.39 Lakhs and deletions during the financial year amounted to Rs. 606.09 Lakhs. In addition to this, as on March, 31,2026, the gross tangible investment assets stood at Rs. 11545.80 Lakhs and the net tangible investment assets at Rs. 10710.28 Lakhs.

(ii) RISK MANAGEMENT POLICY:

The Company reviewed risk and laid down a Risk Management Mechanism covering the risk mapping and trending analysis, risk exposure, potential impact and risk mitigating process. A detailed exercise

is being carried out to identify, evaluate, manage and monitor and non-business risk. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the same.

The Company has formulated a Risk Management Policy and has in place a mechanism to inform the Board about risk assessment and minimization procedures and periodical review to ensure that executive Management controls risk by means of a properly designed framework. The Policy details are available on the website of the Company at https://www.mro-tek.com/pdf/MRO-TEK- Risk Management Policy.pdf

(iii) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to fostering sustainable societal value, guided by a clear vision to empower individuals and create a positive impact at a broader community level. It firmly believes that inclusive growth and responsible corporate citizenship are essential components of long-term success and enduring stakeholder value.

During the financial year 2025-26, based on the financial results, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility have become applicable to the Company, as its net profit has exceeded the prescribed threshold of 1 5 crore

The Company further noted that based on the computation of average net profits of the Company for the immediately preceding three financial years in accordance with Section 198 of the Companies Act, 2013, the average net profits result in Nil. Accordingly, the Company is not required to incur any CSR expenditure during the financial year 2025-26.

The Company had already adopted a CSR Policy, as formulated and recommended by the CSR Committee, and is available on the Companys website athttps://www.mro-tek.com/files/CSRPolicv.pdf. which outlines its commitment and approach towards contributing to the community and social development.

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

There were no significant and material orders passed by the Regulators, Courts or T ribunals that would impact the going concern status of the Companys operation in the future.

(v) INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassmentat the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment atthe workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to promote a healthy work environment and to provide protection to employees at the workplace and redress complaints of sexual harassment and related matters thereto. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. Details of the same, including the details of the complaints received are provided in the Report on Corporate Governance, which forms part of this Report.

Following is the summary of sexual harassment complaints received and disposed off during the financial year 2025-26:

No. of complaints received: NIL

No. of complaints disposed off: NIL

No. of cases pending for more than ninety days: NIL

(vi) STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

The Company has made all the compliance of the provisions relating to the Maternity Benefit Act, 1961 during the year.

(vii) VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In compliance with Section 177(9) of the Act, and Regulation 22 of the Listing Regulations, the Company has a Whistle Blower Policy and has established the necessary Vigil Mechanism for Directors and employees in confirmation with the above laws, to report concerns about unethical behavior. The details of the Policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the website of the Company at https://www.mro- tek.com/files/Whistle Blower Policy.pdf

(viii) MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the financial year under review, is presented in a separate section, forming part of the Annual Report.

(ix) CORPORATE GOVERNANCE:

As required under the Act, your Company has taken adequate steps to adhere to all the stipulations laid down under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. A detailed report on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part of the Annual Report as Annexure -II.

A Certificate from Mr. Parameshwar G Bhat, Practising Company Secretary, Bangalore, confirming compliance to conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report. A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of the Act, is provided in the Report on Corporate Governance, which forms part of this Annual Report.

(x) ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link:https:/ /www.mro-tek.com/pdf/AC0117272 MGT-7 Final sd.pdf

(xi) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details relating to loans, corporate guarantees and investments covered under Section 186 of the Act, forms part of the notes to the Financial Statements provided in this Annual Report.

(xii) CODE OF CONDUCT:

The Company has laid down a Code of Conduct for the Directors as well as for all Senior Management of the Company in the following link: https://www.mro-tek.com/files/ Code_of_Conduct_MRO-TEK.pdf. In terms of Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 as amended from time to time, all the Members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management for the FY 2025-26. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2025-26 forms part of the Corporate Governance Report.

(xiii) PARTICULARS OF EMPLOYEES:

The disclosure pursuant to the provisions of Section 197(12) of the Act, read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure -IV and forms part of this Report.

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the Members and is not attached to the Annual Report.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per financial year or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month as the case may be. Therefore, statement/disclosure pursuant to Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the Members and is not attached to the Annual Report.

(xiv) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing fees for the financial year 2025-26 to National Stock Exchange of India Limited and BSE Limited where the Companys Shares are listed.

(xv) HUMAN RESOURCES MANAGEMENT:

Professionals are the most important assets. The Company is committed to hiring and retaining the best talent and being among the industrys leading employers. For this, your Company is focused on promoting a collaborative, transparent and participative organization culture, and rewarding individual contribution and innovation. The focus on Human Resources Management is to enable the employees to navigate their next, not just for clients, but also for themselves.

(xvi) INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

(xvii) AWARDS AND RECOGNITIONS:

During the financial year under review, the Company was conferred with various awards and recognitions, the details of which are provided in a separate section of the Annual Report.

(xviii) DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time and that such systems are adequate and operating effectively.

(xix) INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

(xx) OPINION OF BOARD ON INTEGRITY, EXPERTISE & EXPERIENCE OFINDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors appointed/re-appointed during the year possess requisite integrity, expertise, experience and proficiency required to effectively discharge their duties as Independent Directors of the Company.

(xxi) ONE TIME SETTLEMENT (OTS) VALUATION DIFFERENCE

During the year under review, no one-time settlement was entered into with any Bank or Financial Institution and hence disclosure relating to difference in valuation does not arise.

(xxii) NUMBER OF EMPLOYEES:

The number of employees as on March 31,2026 are as under:

• Male Employees: 68

• Female Employees: 6

• T ransgender Employees: 0

(xxiii) IEPF APPLICABILITY

During the year under review, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF).

(xxiv) RECEIPT OF COMMISSION BY MD/WTD

During the year under review, the Managing Director of the Company did not receive any commission from the Holding Company or Subsidiary Company.

(xxv) FAILURE TO IMPLEMENT CORPORATE ACTION

During the year under review, there was no failure in implementation of any corporate action.

(xxvi) CREDIT RATING

The Company has not obtained any credit rating during the year under review.

(xxvii) ACKNOWLEDGEMENTS:

The Directors thank all the vendors, customers, investors, and other partners for their sincere support.

The Directors also take this opportunity to thank all Stakeholders, Government, Non-Government Agencies, Regulators and Stock Exchanges for their continued support.

Very importantly, the Board places on record it deep appreciation for the uniform and dedicated services rendered by the employees at all levels.

(xxviii) CAUTIONARY STATEMENT:

The Boards Report and Management Discussion and Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operations include global and domestic economic developments, competitors behaviour, changes in Government Regulations, Tax laws and litigations.

	For and on behalf of Board of Directors of
	Umiya Buildcon Limited (Formerly known as MRO-TEK Realty Limited)
	Aniruddha Bhanuprasad Mehta
	Chairman & Managing Director
	DIN:00720504
	Address: # 06, New BEL Road,
Place: Bengaluru	Chikkamaranahalli,
Date: 27-04-2026	Bangalore 560054