Dear Shareholders,

JULIEN AGRO INFRATECH LIMITED

Your Directors are pleased in presenting their 29th (Twenty-Ninth) Directors Report on the business and operations of your Company together with the Audited Financial Statements and the Auditors' Report of your Company for the Financial Year ended March 31, 2026.

The PDF version of report is also available on the website of the Company at www.julieninfra.com.

During the year under review, performance of your Company are as under:

Note: The above-mentioned figures in the Financial Highlight is based on the Report of Balance Sheet. The Company has prepared the financial statement in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

The Companies Equity Shares are Listed on the BSE Ltd. on August 28, 2013. The Company has been regular in paying the Annual Listing Fees to the said Stock Exchanges.

During the year under review the Company has recorded a turnover of Rs. 22,772.58/- (Amount in Lacs) in the financial year. The Company has recorded a net profit of Rs. 38.48/- (Amount in Lacs) as compared to previous year profit Rs. 93.03/- (Amount in Lacs).

The Company in spite of many challenges and competitive market conditions was able to achieve satisfactory Sales and Net Profit figures. The management is of the opinion that in the coming future as the overall situation seems to be to be improving and Directors are optimistic about Company's business and hopeful of better performance with increased revenue in next year.

The Company has 59,780,000/- Equity Share Capital for the Financial Year ended March 31, 2026. The Company had raised capital through preferential issue of shares which is being mentioned in the "Capital Structure".

The Company has fixed Friday, July 25, 2025 as the "Record Date" for the purpose of determining entitlement of Equity Shareholders for receipt of 1st Interim Dividend for the FY 2025-26.

The Company has fixed Monday, October 06, 2025 as the "Record Date" for determining entitlement of Equity Shareholders for the purpose of Bonus issue of Equity Shares of the Company.

The Company has fixed Friday, October 31st, 2025 as the "Record Date" for the purpose of determining entitlement of Equity Shareholders for receipt of 2nd Interim Dividend for the FY 2025-26.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Board had formulated a Dividend Distribution Policy ('the Policy'). The Policy is available on the Company's website www.julieninfra.com

There has been no change in the nature of the business of your Company during the financial year ended March 31, 2026.

There has been no change in the registered office of the Company during the financial year 2025-26.

During the year under consideration, the Company has changed its capital structure and the authorized and paid-up share capital as on March 31, 2026 stands as follows:

The Authorized Share Capital of the Company during the financial year 2025-26 was 30,00,00,000/- (Rupees Thirty Crores) divided into 6,00,00,000 (Six Crores) Equity Shares of face value of Rs. 5/- (Rupees Five only) each

The Paid-up Share capital of the Company stands as 297,890,000/- (Rupees Twenty-Nine Crore Seventy-Eight Lakh and Ninety Thousand Only) crores consisting of 59,578,000 (Five Crore Ninety-five Lakh and Seventy-Eight Thousand) equity shares of Face Value 5/- (Rupees Five only) has been increased by Bonus issue of shares to 5,95,780,000 Fifty-nine crore fifty-seven lakh eighty thousand consisting of 1,19,156,000 (Eleven crore ninety-one lakh fifty-six thousand equity shares of Face Value 5/- (Five Rupees).

In view of profit during the year, your Directors have recommended dividend on Equity shares for the financial year 2025 2026: -

The Board of Directors ('the Board') is pleased to recommend declaration of 1st Interim dividend amounting to 0.02 (Two Paise only) per equity shares for the financial year 2025-26 on the total issued, subscribed and paid-up 59,578,000 Equity shares of the nominal value of Rs. 5/- each.

The Board of Directors ('the Board') is pleased to recommend declaration of 2nd Interim dividend amounting to 0.01 (One Paise only) per equity shares for the financial year 2025-26 on the total issued, subscribed and paid-up 119,156,000 Equity shares of the nominal value of Rs. 5/- each.

The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits of the year.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members, w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY 2025-26, after all appropriations and adjustments, was ? 301.89 Lakhs.

The Company has no holding, Subsidiary Company & Associate Company as on date.

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY 2025-26, after all appropriations and adjustments, was ? 301.89 Lakhs.

Your Company's Board comprises of the following Directors: -

During the Financial Year 2025-26, 10th (Ten) meetings of the Board of Directors were held. The Provisions of Companies Act, 2013 and Listing Obligations and Disclosure Requirements (LODR) were adhered to while considering the maximum time gap between any two meetings was less than one hundred and twenty days. Details of the Board meetings held during the financial year have been furnished in the Corporate Governance Report forming part of this Annual Report. The date on which the Board Meetings were held are given below:

During the year under review, a separate meeting of Independent Directors was held on February 14, 2026 wherein the performance of the Non-Independent Director and the Board as a whole was reviewed. The Independent Director at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board of Directors of the Company.

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Annual Report.

The Audit Committee presently comprises of Mrs. Meenu Jain, Chairman, Mrs. Deepa Garg and Mr. Harkishan Singh as Members. The terms of reference of the Audit Committee and the particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of SEBI (LODR) Regulations, 2015 has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

The Nomination & Remuneration Committee presently comprises of Mrs. Meenu Jain, Chairman, Mrs. Deepa Garg and Mr. Pushpa Joshi as Members. The terms of reference of the Nomination & Remuneration Committee and the particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section 178 (1) of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, 2015 has been furnished in the Corporate Governance Report forming a part of this Annual Report.

The Stakeholders Relationship Committee presently comprises of Mrs. Meenu Jain, Chairman, Mrs. Deepa Garg and Mr. Chandra Shekhar Tibrewala as Members. The terms of reference of the Stakeholders Relationship Committee and the particulars of the meetings held and attendance thereat are in accordance with the requirements mandated under Section 178 (5) of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of SEBI (LODR) Regulations, 2015 has been furnished in the Corporate Governance Report forming a part of this Annual Report.

There was no Extra Ordinary General Meeting held during the year under consideration.

The Last Annual General Meeting of the Company for the financial year 2024-25 was held on September 20, 2025 at the "Diamond Plaza", 5, Gopi Bose Lane, Kolkata- 700 012.

We, M/s. Julien Agro Infratech Limited had entered into diversified area of business during the Financial Year 2025-26 by foraying into the trading of agro products within the country and with major focus on exports. The Company's primary business was of Civil & Construction Works along with Agro business.

There was material changes and commitments in the business operations of the Company affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report. The details are as such below:-

Alteration to the Capital Clause (Clause 5) of the Memorandum of Association of the Company to increase the Authorized Share Capital of the Company from the existing Rs. 300,000,000/- (Rupees Thirty Crores only) divided into 60,000,000 (Six Crores) Equity Shares of Rs. 5/- (Rupees Five only) each totaling to Rs. 300,000,000/- (Rupees Thirty Crores only) to Rs. 600,000,000/- (Rupees Sixty Crores only) divided into 120,000,000 (Twelve Crores only) Equity Shares of Rs. 5/- (Rupees Five only) each totaling to Rs. 600,000,000/- (Rupees Sixty Crores only), ranking pari passu in all respects with the existing Equity Shares of the Company subject to the approval of the members of the Company.

Listing approval for 2,00,00,000 (Two Crores) numbers of Fully Convertible Equity Warrants (hereinafter referred to as "Convertible Warrants") at an exercise price of Rs. 13.50/- per underlying Equity share of the Face Value of Rs. 5/- (with a premium of Rs. 8.50/- ) per share aggregating up-to Rs. 27,00,00,000/- (Rupees Twenty-Seven Crores Only), for cash, to the person(s) belonging to Non-Promoter Group Category, have been granted by BSE limited (BSE) on September 15, 2025.

Issue of bonus equity shares in the ratio of 1:1, i.e., One (1) bonus equity share of face value of 5/- each for every one (1) fully paid-up equity share of face value of 5/- each, held by the members of the Company as on the record date, by capitalizing a sum not exceeding 297,890,000 (Rupees twenty-nine crore seventy-eight lakhs ninety thousand only) out of the Securities Premium & Free Reserves of the Company, subject to the approval of the members of the Company.

The Board of Directors ('the Board') is pleased to recommend declaration of 1st Interim dividend amounting to 0.02 (Two Paise only) per equity shares for the financial year 2025-26 on the total issued, subscribed and paid-up 59,578,000 Equity shares of the nominal value of Rs. 5/- each.

The Board of Directors ('the Board') is pleased to recommend declaration of 2nd Interim dividend amounting to 0.01 (One Paise only) per equity shares for the financial year 2025-26 on the total issued, subscribed and paid-up 119,156,000 Equity shares of the nominal value of Rs. 5/- each.

In accordance with Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, interested parties can access the copy of Annual Returns from the Registered Office of the Company. The Company is being uploaded in the website of the Company www.julieninfra.com.

The Board of Directors at their Meeting held on Saturday July 14, 2026 has inter-alia considered and approved the respective request letters received from Messrs Anita Sureka, Lalit Sureka, Sanjay Kumar Drolia and Sangita Sureka belonging to the promoter and promoter group of the Company, seeking re-classification from the 'promoter and promoter group' category to 'public' category shareholder in accordance with Regulation 31A of the Listing Regulations from the stock exchanges where the equity shares of the Company are listed namely, BSE Limited. The application was submitted to BSE for approval and the same is still pending for approval from BSE Limited.

During the Financial year the Company has made Loan, Guarantees, Advances & Investment within the limits as prescribed under Section 186 of the Companies Act, 2013 (Details of Loans, Guarantees or Investments under section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

A Related Party Transaction Policy has been formulated by the Board of Directors for determining the materiality of transactions with related parties and dealing with them. The said policy may be referred to at the Company's website at www.julieninfra.com. The Audit Committee reviews all related party transactions.

All contracts or arrangements with related parties, entered into or modified during the financial year, within the meaning of Section 188 (1) of Companies Act, 2013 were in ordinary course of business and on arm's length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulation.

There are no material contracts or arrangements entered into by the Company during the year with Related Parties.

There are no materially significant related party transactions entered into by the Company with promoters, Directors, key managerial personnel or other designated persons or related party as per definition contained u/s 2(76) of the Act, which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies (Accounts) Rules, 2014 in Form AOC-2 has been enclosed as Annexure - II is attached herewith and forms part of this Director's Report.

Particulars of Conservation of energy, technology absorption and foreign exchange and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company. The disclosures are annexed as Annexure- III and forms part of this Annual Report.

During the period the Board of the Company was reconstituted for the purpose of better growth and expansion and diversification of the business of the Company.

Mrs. Deepa Garg, (Din: 10740685) has been appointed as an Additional Non-Executive Independent Director of the Company w.e.f July 04, 2026.

Mr. Meenu Jain (Din: 7072779) has been appointed as an Additional Non-Executive Independent Director of the Company w.e.f July 04, 2026.

Mrs. Pushpa Joshi (DIN: 6838093) has been appointed as an Additional Non-Executive Independent Director of the Company w.e.f July 04, 2026.

Mrs. Neeta Dalmia has resigned as CFO of the Company w.e.f February 14, 2026. Mr. Lalit Sureka (DIN: 01103875) has resigned as Managing Director cum Chairman and CEO of the Company w.e.f July 7, 2026. Mr. Sandip Dalmia (DIN: 10159986) has resigned as Managing Director cum Chairman and CEO of the Company w.e.f July 7, 2026.

Mr. Sandip Dalmia (DIN: 10159986) has resigned as Managing Director cum Chairman and CEO of the Company w.e.f July 7, 2026.

Mrs. Kalpana Tekriwal (DIN: 11170688) has resigned as a Non-Executive Independent Director of the Company w.e.f July 7, 2026.

Mrs. Chetna Gupta, (Din: 11170688) has resigned as a Non-Executive Independent Director of the Company w.e.f July 7, 2026.

Mr. Roshni Gadia (Din: 06652773) as resigned as a Non-Executive Independent Director of the Company w.e.f July 07, 2026.

Your Company has received declarations from all the Independent Directors pursuant to Section 149 (7) of the Companies Act, 2013 of the Company confirming that they meet the criteria of interdependence as prescribed both under Section 149 (6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16 (1) (b) od SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the financial year 2025-26, the Company has three Additional Non-Executive Independent Directors, one Additional Executive Director (designated as Managing Director cum CEO) and one Additional Executive Director (designated as Whole time Director Cum CFO). According to Companies Act, 2013 Independent Director is not liable to retire by rotation.

As on the date of this Report, the Board of Directors of the Company comprises entirely of Additional Directors appointed under Section 161(1) of the Companies Act, 2013. In terms of the explanation to Section 152(6), Additional Directors are excluded from the definition of 'total number of directors' for the purpose of calculating retirement by rotation.

Since all existing non-independent directors hold office as Additional Directors only up to the date of the ensuing Annual General Meeting (AGM), the total number of directors liable to retire by rotation at this AGM is Nil. Accordingly, no director is retiring by rotation at this meeting. Resolutions for the regularization and appointment of the said Additional Directors as regular Directors are being placed before the shareholders at the ensuing AGM."

A brief profile of the Director seeking appointment / re-appointment required under Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is given in the Notice of AGM forming part of the Annual Report.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164 (2) of the Companies Act, 2013 and Rule 14 (1) of the Companies (Appointment & Qualification of Directors) Rules, 2014.

As required under SEBI Listing Regulations, your Company has obtained a certificate from the Practicing Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Board of the Company have been debarred or disqualified from being appointed or contining as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure - VII and forms part of this Report.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Lalit Sureka, Chief Executive Officer and Managing Director (CEO & MD), Mr. Sandip Dalmia Whole-time Director and Mrs. Puja Jain, Company Secretary, are the KMPs of the Company as on March 31, 2026 and there are appointment and Resignation of the Company for the financial year 2025-26.

During the year Mrs. Neeta Dalmia has resigned from the position of Chief Financial Officer w.e.f. 13.02.2026 and Mr. Sandip Dalmia was appointed for the position of Chief Financial Officer w.e.f. 13.02.2026.

During the year Mr. Lalit Sureka, Chief Executive Officer and Managing Director (CEO & MD) has resigned from the position w.e.f. 07.07.2026.

Mr. Sandip Dalmia Whole-time Director cum CFO has resigned from the position w.e.f. 07.07.2026.

Mr. Harkishan Singh was appointed as Additional Executive Director designated as Chief Executive Officer and Managing Director (CEO & MD),

Mr. Chandra Shekhar Tibrewala Additional Executive Director designated as Whole-time Director Cum CFO of the Company w.e.f. 04.07.2026 and designated on 13.08.2026.

f) FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS
The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. pursuant to Regulation 25 (7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 on appointment, the Independent Director is issued a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The Directors also explained in detail the various compliance required from him to act as a Director under the various provisions of the Companies Act, 2013, SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider Trading) Regulation, 2011, the Code of Conduct of the Company and other relevant regulations. The details of familiarization programme is available on Company's website www.julieninfra.com.

Pursuant to the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, evaluation of each member of the Board is done on an annual basis. One of the vital functions of the Board is monitoring and reviewing the Board evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the individual Directors Board and its Committees was carried out. In accordance with the provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the and its committees, Board culture, execution and performance of specific duties, obligations and governance.

i. Frequency of meetings; ii. Length of meetings; iii. Administration of meeting; iv. Number of Committees and their roles; v. Flow of information to Board members and between Board members vi. The quality and quantity of information; and vii. Disclosure of information to the stakeholders.

i. Commitment to fulfillment of Director's obligations and fiduciary responsibilities; ii. Attendance and contribution at Board/Committee meetings; iii. Ability to contribute by introducing best practices to address top management issues; iv. Monitoring management performance and development; v. Participation in long-term strategic planning vi. Ability to contribute and monitor corporate governance practices; vii. Statutory compliance & Corporate governance practices; viii. Time spent by each of the members; ix. Core competencies; and x. Guiding Strategy.

The Directors express their satisfaction over the evaluation process and results thereof.

A separate report on Management Discussion and Analysis is annexed as part of Annual Report along with the Auditors Certificate in compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Disclosures pertaining to remuneration and other details under Section 197(12) of the act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed as Annexure- IV.

However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to the Members and others entitled thereto, excluding the disclosure on particulars of employees which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

Disclosures pertaining to Remuneration and Statement showing the names of top Nine employees in terms of remuneration drawn, as required under Section 197(12) of the Act and Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (as amended) is not applicable to the Company.

Pursuant to clause (c) of sub-section (3) of Section 134 and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

a) Accounting Standard: In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
b) Accounting Policies: The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c) Proper Efficient and Care: The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Going Concern Basis: The Directors had prepared the annual accounts on a going concern basis.
e) Compliance with all laws: The Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.
f) Internal Financial Controls: The Directors had laid down internal financial control to be followed by the Company and that such internal financial control are adequate and operating effectively.

No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2025-26.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

There have no instances of fraud reported by above mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during financial year 2025-26.

The Board of Directors of the Company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company. This policy is also available on the Company's website www.julieninfra.com.

1. The Company has appointed Internal Auditors to observe the Internal Controls who regularly monitors if the workflow of the organization is being done through the approved policies of the Company. In every half year ended during the approval of Financial Results, Internal Auditors present the Internal Audit Report.

2. The Board of Directors of the Company has adopted various policies like Related Party Transaction Policy, Whistle Blower Policy and other procedures for ensuring the orderly and efficient conduct of its business. The Company system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its asset, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of financial information.

The Company has established an effective Whistle Blower Policy person to the Companies Act, 2013 and SEBI listing Regulation, 2015. The said policy may be referred to at the Company's website at the following web link www.julieninfra.com.

The Whistle Blower Policy aims at conducting the affairs of the Company in a fare and transparent manner by adopting the highest standard of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been stablished for employees to report concern about un-ethical behavior, actual or suspected fraud or violation of code of conduct an ethics. It also provides for educate safeguards against the victimization of employees who able the mechanism an allows direct access to the Chairman of the Audit Committee in exceptional cases.

A report on Corporate Governance pursuant to the provisions of Regulation 34 read with point C & E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, for the Financial Year ended March 31, 2026 along with the Auditors Certificate from the Practicing Company Secretaries on its compliance are annexed to this Annual Report.

The CEO & CFO Certificate on the financial statements of the Company as required under Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

Pursuant to applicable provisions of the Companies Act, 2013 ("the Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company have funds lying as unpaid or unclaimed. Therefore, therefore no funds which were required to be transferred to Investor Education and Provident fund (IEPF).

The Company's Auditors, M/s. M K Kothari & Associates, Chartered Accountants, (FRN: 323923E), who were appointed with your approval at the 26th Annual General Meeting for a period of five years, will complete their present term on conclusion of the ensuing 31st Annual General Meeting of the Company authorized by Board of Director of Company to fix their Remuneration.

Pursuant to Section 138 of the Companies Act, 2013 the Company M/s. Sanjeev Navin & Associates has tendered his resignation for the post of Internal Auditor of the Company on May 29th 2026. The Board hereby places on record its sincere appreciation for the services rendered by M/s. Sanjeev Navin & Associates, Practicing Chartered Accountant during their tenure as the Internal Auditor of the Company.

M/s. S. L. Prasad & CO., Practicing Chartered Accountants, has been appointed as an Internal Auditor of the Company with effect from May 29, 2026 to carry out the internal audit functions and activities of the Company on quarterly basis.

M/s. Neha Poddar, (CP No. 12190), Practicing Company Secretaries, were appointed as the Secretarial Auditor of the Company for the Financial Year 2025-26.

The report of the Secretarial Auditor for the financial year 2025-26 is annexed to this report Annexure- I (MR-3).

There are no qualifications or adverse remarks in their Report.

Also, the Secretarial Compliance Report issued under Regulation 24A of SEBI Listing Regulations is given in Annexure - VI and forms part of this Report.

As required under SEBI Listing Regulations, your Company has obtained a certificate from the Practicing Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Board of the Company have been debarred or disqualified from being appointed or containing as Directors by MCA/Statutory Authorities. The said Certificate is enclosed as Annexure - VII and forms part of this Report.

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

The Company does not fall within the purview of Section 148 of the Companies Act, 2013 and hence, it is not required to appoint a cost auditor for the financial year 2025-26.

The Company does not fall under the preview of Section 148 of the Companies Act, 2013, and hence it is not required to maintain any cost records and accordingly such accounts and records are not made and maintained by the Company.

Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act, 2013 during the financial year and as such, no amount on account of Principal or Interest on Deposits from Public was outstanding as on March 31, 2026.

The Board of Directors has approved a code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day operations of the Company in accordance with the applicable Accounting Standards. The code laid down by the Board is known as "Code of Conduct". The code has been posted on the Company's website "www.julieninfra.com"

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in Securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed. The Board is responsible for implementation of the code.

Your Company has adopted a code of conduct for prevention of "Insider Trading" as mandated by the SEBI and same is available on the website of the Company "www.julieninfra.com". The said policy has been revised effective from April 01, 2019 in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

All Board Directors and the designated employees have confirmed compliance with the code.

The Company has formulated a policy for the prevention of sexual harassment within the Company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee have been constituted which is chaired by a female employee of the Company in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2025-26. A copy of the Policy against sexual harassment is posted on the Company's website www.julieninfra.com.

The Company is committed to a safe, inclusive workplace where everyone feels respected and empowered. In line with the POSH Act, it has adopted an anti-sexual harassment policy and constituted an Internal Committee. No complaints, including those related to sexual harassment, were received during the year under review.

The Nomination & Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto stating therein the Company's policy on Directors, payment of managerial remuneration, Director's qualifications, positive attribute and independence of Directors by the Nomination & Remuneration Committee which was revised and reviewed by the Board of Directors. The said policy is furnished as Annexure- V and forms part of this report and also can be accessed at the Company's website at "www.julieninfra.com"

The Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year.

Your Company has complied with all applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safely.

There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operation in future.

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Pursuant to the Companies (Indian Accounting Standards) Rules, 2015, your Company has to comply with Indian Accounting Standards (Ind-AS) from April 01, 2017. Accordingly, the financial statements of the Company for the financial year 2025-26 have been prepared as per Ind-AS.

During the Financial Year, our Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

100% of the Company's paid-up Equity Share Capital is in dematerialized form as on March 31, 2026 and only 2 share is being held in physical form. Your Company has already sent three reminders to all concerned shareholders advising them to convert physical shares into demat form. The Company Registrar is M/s. MUFG Intime India Private Limited (Formally known as C B Management Services Private Limited).

The details of Board and its Committees are given in the Corporate Governance Report.

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every Company including its holding or subsidiary and a foreign Company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

If female employees exist the Company declares that it has duly complied with the provisions of the Maternity Benefits Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and be flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

During the financial year under review, there were NO application/s made or proceeding were pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

During the Financial year under review, there were no one time settlement of Loans taken from Banks and Financial institutions.

Your Company has complied with Secretarial Standard-1 (Board Meeting) and Secretarial Standards-2 (General Meetings) (together referred to as the Secretarial Standards) w.e.f. 1st October, 2017 as approved by the Central Government and issued by the Institute of Company Secretaries of India (ICSI) under the provisions of Section 118(10) of the Companies Act, 2013.

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

Regular third-party cybersecurity audits and vulnerability assessments. Employee training programs on data protection and cybersecurity awareness.

Strict access control mechanisms and implementation of role-based permissions.

Data breach response protocols in accordance with the CERT-in guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

Your Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ended March 31, 2026.

Appointment of designated person (Management and Administration) Rules 2014 - Rule 9 of the Companies Act 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company has proposed and appointed one of the Director as a Designated person in a Board meeting and the same has been reported in Annual Return of the Company.

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

i. Your Company has not resorted to any buy back of its Equity Shares during the year under review; and

ii. Your Company does not have any subsidiaries;

iii. Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

iv. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise
v. There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoring our financial resilience.

vi. There was no transfer of unpaid and unclaimed amount to Investor Education and Protection Fund (IEPF) during the year under review.

vii. The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of the Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations

Your Company always endeavors to keep the time of response to shareholders' request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders' Relationship Committee of the Board meets periodically and reviews the status of the Shareholders' Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

Your Board sincerely places on record the support extended by the Trade, Shareholders, Company's Bankers, Central and State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth of the organization. The Board further expresses its appreciation for the services rendered by the Executives, officers, staffs and workers of the Company at all levels.

We look forward to receiving the continued patronage from all quarters to become a better and stronger Company.