Dear Members,

The Board of Directors are pleased to present the Company's Sixty-First Annual Report and the Company's Audited Financial Statements for the financial year ended 31 March 2026.

FINANCIAL RESULTS

The summarized standalone results of your Company are given in the table below.

(Rs. in lakhs)

*previous year's figures have been regrouped/rearranged wherever necessary.

MANAGEMENT DISCUSSION AND ANALYSIS Forward looking statements

Statements in this Management Discussion and Analysis of Financial Condition and Results of Operations describing the Company's objectives, expectations or predictions may constitute "forward looking statements" within the meaning of applicable securities laws and regulations. Such forward-looking statements are based on certain assumptions and expectations of future events.

The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. Actual results may differ from those expressed or implied in the forward- looking statements due to various risks and uncertainties. The Company assumes no responsibility to publicly amend, modify or revise forward-looking statements, on the basis of any subsequent developments, information or events.

Performance Review

During the financial year ended 31 March 2026, the Company reported a significant improvement in its operational performance, with Revenue from Operations rising to Rs. 506.12 lakhs as compared to Rs. 283.02 lakhs in the previous year, reflecting a robust growth of approximately 78.83%. This growth highlights the Company's continued efforts to scale its operations and expand its market reach.

As a result of the increase in revenue, the Company reported a net profit of Rs. 48.69 lakhs during the year as compared to a net loss of Rs. 224.03 lakhs in the previous year. The improved financial performance of the Company during the year was primarily driven by a significant increase in revenue from operations. The growth in revenue contributed positively to the overall profitability of the Company and reflects the strengthening of its business operations, and sustained business momentum during the year under review.

The Company regularly keeps evaluating strategic and operational initiatives aimed at improving financial performance and enhancing overall efficiency.

Company's Property at Colaba - Mumbai

The Special Leave Petition (SLP) filed by the Company before the Hon'ble Supreme Court of India, challenging the order passed by the Hon'ble Bombay High Court in relation to the refusal by the Municipal Corporation of Greater Mumbai to approve the plans submitted by the Company, primarily on account of objections raised by the Indian Navy, was listed for final hearing on various dates during the year under review.

The hearing of the matter had commenced before the Hon'ble Supreme Court; however, due to a change in the composition of the Bench hearing the matter, the proceedings could not be concluded. The Company is taking necessary steps to have the matter listed again for final hearing.

As apprised in the last year's Directors' Report, in May 2021 due to cyclone Taukte part of the sea-retaining wall on south-east side of the Company property was severely

damaged, which resulted in part of platform behind the sea retaining wall getting washed away and some structures also getting damaged. As stated in the last report, the Company has successfully completed the repairs and reconstruction of the sea-retaining wall as also the washed- out area has been filled up with surface finished in concrete of the entire 22000 sq ft. area which has started generating revenue.

The said cyclone also washed away part of the sea retaining wall & platform on outside of west side of Company property, belonging to the Mumbai Port Trust (MbPT). This resulted in part of Company land getting eroded with ingress of sea water. The Company & MbPT had exchanged in a earlier year letters for repairs of their sea-retaining wall & platform which was damaged during earlier monsoons. However, as stated in last report, MbPT did not carry out required repairs and it had taken a stand that it will not carry out repairs/reconstruction of their sea- retaining wall/platform and that it has no objection to our Company carrying out the same at our cost.

Outlook

Over the last few years, the management has made significant efforts to increase revenue from services by upgrading infrastructure through substantial investments and reaching out to new customer segments while maintaining focus on the existing ones. Looking ahead, the Company plans to further improve its infrastructure and carry out necessary repairs and renovations to certain structures to attract a broader range of customer segments and enhance revenue potential.

Given these developments and the ongoing efforts, the Company remains optimistic about achieving better results in the current year and the near future.

Internal Financial Controls

The Company has in place adequate financial controls for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The Internal Financial Controls commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Company has appointed M/s. Gokhale & Sathe, Chartered Accountants, Mumbai, as Internal Auditors to carry the internal audit. The Internal Auditors' Reports are regularly reviewed by the Senior Management and the

Audit Committee of the Board for its implementation and effectiveness.

Risk Management

The Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company's strategic objectives. The Committee periodically briefs the Board on various issues along with its suggestions/ recommendations, based on which the Board takes decisions.

Human Resources

The Company strongly believes its employees are the most valuable asset. Our endeavor is to provide a work environment where continuous learning and development takes place to meet the changing demands and priorities of the business. The Company has 4 (four) permanent employees on roll.

Key Financial Ratios

Details of significant movement in key financial ratios

?€? The current ratio has increased to 0.89 in FY 2025-26 as against 0.45 in the previous year due to decrease in short-term borrowings.

?€? The debt equity ratio decreased to 0.12 in FY 2025-26 as against 0.18 in the previous year due to decrease in short term borrowing.

?€? The operating profit margin improved to 0.21 in FY 2025-26 as against (0.62) in the previous year, primarily due to reduction in losses and improved operational performance during the year under review.

?€? The net profit margin increased to 0.09 in FY 2025-26 as against (0.76) in the previous year due to increase in profit during the year under review.

?€? The return on net worth increased to 0.04 in FY 2025-26 as against (0.20) in the previous year due to increase in profit during the year under review.

TRANSFER TO RESERVE

It is not proposed to transfer any amount to reserve during the financial year ended 31 March 2026.

DIVIDEND

Your directors do not recommend any dividend for the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and Company's operations in future.

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment of Independent Directors

To ensure continued adherence to high standards of corporate governance, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has appointed Shri Jagdish Chandra Sharma and Shri Sujan Sinha as Additional Directors of the Company in the capacity of Independent Directors with effect from 09 May 2025 in place of Shri Ravishanker Jhunjhunwala and Shri Siddharth Mehta, who retired on completion of 10 years as Non-Executive Independent Director. The Company puts on record its sincere appreciation for their guidance & valuable advice during their tenure.

The Company is confident that their wealth of experience and expertise will further bolster the Company's governance framework and contribute significantly to its growth and success.

Regularization of Additional Directors as Independent Directors

Pursuant to the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri Jagdish Chandra Sharma and Shri Sujan Sinha were

appointed as Additional Directors of the Company and their appointments were regularized by the Members at the 60th Annual General Meeting of the Company with effect from 30 June 2025. They shall hold office for a term of 5 (five) consecutive years commencing from 09 May 2025 up to 08 May 2030.

Appointment of the Chairperson of the Company

Shri Jagdish Chandra Sharma, Non-Executive Independent Director, was appointed as the Chairperson of the Board of Directors of the Company with effect from 01 July 2025. As Chairperson, he presides over the meetings of the Board and discharges such duties and responsibilities as are entrusted to him under the applicable laws and the Articles of Association of the Company.

Retirement of Independent Directors

Shri Ravishanker Jhunjhunwala and Shri Siddharth Mehta, Non-Executive Independent Directors were not eligible for further re-appointment as Independent Directors of the Company in accordance with provisions of section 149 of Companies Act, 2013.

Accordingly, they ceased to hold office as Directors of the Company w.e.f. 30 June 2025. The Board expresses its deep appreciation for their invaluable services and meaningful contributions to the Company during their tenure and acknowledges the significant impact they had on its growth and operations.

Confirmation regarding Disqualification of Directors

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. Further, none of the Directors are debarred or disqualified from holding the office of Director pursuant to any order issued by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any other statutory authority. The Directors have made necessary disclosures as required under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors Retiring by Rotation

In accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Dharmpal Agarwal and Shri Vikas Agarwal, Directors of the Company, will retire by rotation at the ensuing Annual General Meeting. Both Directors being eligible, have offered themselves for re-appointment and the Board recommends their reappointment.

Resignation of Key Managerial Personnel

Shri. Amit Chavan, Company Secretary, Compliance Officer, and Chief Financial Officer of the Company, has resigned from his position in the Company due to personal reasons, with effect from 16 September 2025.

The Board places on record its sincere appreciation for his services rendered and contributions made by him during his tenure with the Company and acknowledges his role in the growth and operations of the Company.

Appointment of Key Managerial Personnel

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, at its meeting held on 14 November 2025, appointed Ms. Anisha Dad as Company Secretary and Compliance Officer of the Company and Shri Jay Ahire as Chief Financial Officer of the Company with effect from 14 November 2025.

The Board places on record its confidence in their capabilities and looks forward to their valuable contribution to the continued growth and governance of the Company.

BRIEF RESUME OF DIRECTORS SEEKING REAPPOINTMENT

The brief resume of the Directors seeking re-appointment, including their nature of expertise in specific functional areas, details of other listed companies in which they hold Directorships, memberships of the Committees of the Board, and their shareholdings in the Company, are provided in the Notice convening the ensuing 61st Annual General Meeting, in accordance with the requirements of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31 March, 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;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company as at 31 March, 2026 and of the profit of the Company for the year ended on that date;

(c) the Directors have 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 have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORTS

Statutory Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. V. Singhi & Associates, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration no. 311017E, were appointed as the Statutory Auditors of the Company, for a second term of 5 (five) consecutive years starting from the conclusion of 57 th Annual General Meeting held on 10 August, 2022 till the conclusion of 62 nd Annual General Meeting to be held in the year 2027. The Company has received a confirmation from the said Auditors that they are not disqualified from continuing as Auditors of the Company.

The Report given by M/s. V. Singhi & Associates, Chartered Accountants, on the financial statements of the Company is a part of the Annual Report. The notes on the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2025-26.

The Secretarial Audit Report for the financial year ended 31 March 2026 is annexed herewith as Annexure 1, to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee, as stipulated under Section 143(12) of the Companies Act, 2013. Accordingly, there are no details requiring disclosure in this Report.

SHARE CAPITAL

A) Bonus Shares

No bonus shares were issued during the financial year 2025-26.

B) Issue of equity shares with differential rights

There were no shares issued with differential rights during the financial year 2025-26.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2025-26.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2025-26.

E) Issue of preference shares

a. The Members have accorded their approval by passing a Special Resolution through Postal Ballot on 25 March, 2023, for issue of up to 2,50,000 nos. of Non-Convertible Redeemable Preference Shares (NCRPS) of Face Value of Rs. 100/- each at an issue price of Rs. 400/- each (including premium of Rs. 300/- each) aggregating to Rs. 10,00,00,000/- (Rupees Ten Crore only) on a private placement basis to the Promoter(s) and Promoter Group entities (including Associate Companies) and Related Parties of the Company from time to time, for cash.

Accordingly, the Share Allotment Committee of the Board of Directors, pursuant to the powers delegated by the Board of the Company, during the year under review, has offered and allotted 46,250 nos. of NCRPS

to the Promoter(s) and Promoter Group entities for cash.

The below are the objects of the issue as mentioned in the explanatory statement to the Postal Ballot Notice dated 11 February 2023:

i. To meet working capital requirements of the Company;

ii. To carry out major repairs/ reconstruction of structure/wall/platform work at the Company's property situated at Colaba, Mumbai; and

iii. General corporate purpose including repayment of unsecured loans.

The proceeds of the issue have been/will be utilised towards the aforesaid objects of the issue. There is no deviation or variation in the utilisation of proceeds of the said issue between projected utilisation of funds made by the Company as mentioned aforesaid and the actual utilisation of funds.

The validity of the issue is till the allotment of NCRPS done by the Company up to the said limit approved by the Members.

NCRPS are redeemable at premium of maximum 18% [simple] p.a. on the issue price, i.e. maximum Rs. 400/- per share, as the Company may deem fit, in accordance with the relevant provisions of the Companies Act, 2013 out of profits available for distribution as dividend and/or by issue of fresh shares, in one or more tranches at the option of the Company only. The said NCRPS are redeemable within the maximum permissible time period under the provisions of Section 55 of the Companies Act, 2013, which period is presently 20 years from the date of issue of NCRPS, or such other extended period which may be provided by any subsequent modification or amendment to the Companies Act, 2013 OR on an earlier date only at the discretion of the Company.

Further, as the Company will be allotting NonConvertible Redeemable Preference Shares, there will be no change in the paid-up equity share capital of the Company. The said shares shall not be convertible into equity shares and the same shall not be listed with any Stock Exchange.

F) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the Company for purchase of its own shares

by employees or by trustees for the benefit of employees.

During the year under review, as a result of issue of 46,250 numbers of 0% Non-Convertible Redeemable Preference Shares, the issued, subscribed and paid-up share capital of your Company increased to Rs. 10,38,34,110/, comprising of 8,96,791 Equity shares of Rs. 10/- each and 9,48,662 Preference Shares of Rs. 100/- each.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31 March 2026 is available on the Company's website and can be accessed at the link: 2025-26.pdf

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31 March 2026, the Company had no subsidiary, joint ventures, and associate companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Board's Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the financial year under review, the Company has not given any loans, made any investments, provided any guarantees, or offered any securities pursuant to the provisions of Section 186 of the Companies Act, 2013.

MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each Director to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

**Independent Directors are paid remuneration only by way of sitting fees for attending Board/Committee Meetings. Hence ratio is not provided.

# Resigned as a Company Secretary, Compliance Officer & CFO of the Company effective from 16 September, 2025

Notes:-

remuneration and justification thereof and point out of whether there are any exceptional circumstances for increase in the managerial remuneration:

In the financial year 2025-26 there was an average decrease in the fixed remuneration of the employees (other than the managerial personnel), however, there was no increase in the remuneration of the managerial personnel.

iv) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Details of top ten employees in terms of remuneration drawn and other employees of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the Company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, particulars as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy: N.A.

i) Median remuneration of employees of the Company during the financial year 2025-26 was Rs. 7,72,606/-.

ii) Median remuneration of employees of the Company during the financial year 2024-25 was Rs. 9,33,920/. In the financial year under review, there was decrease of 20.87% in the median remuneration of employees. Further, increments were granted to only to the few employees based on the performance of the employees.

iii) There were 4 confirmed employees on the rolls of the Company as on 31st March 2026.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the CSR norms are not applicable to the Company, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

COMPLIANCE WITH CORPORATE GOVERNANCE NORMS

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the compliance with the corporate governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Listing Regulations is not applicable to the Company, as the paid-up equity share capital of the Company does not exceed Rs. 10 crore and the net worth of the Company do not exceed Rs. 25 crore, as on the last day of the previous financial year.

However, the Company, on a voluntary basis, has constituted the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Risk Management Committee, and continues to follow the applicable provisions of the Companies Act, 2013, the Secretarial Standards issued by the Institute of Company Secretaries of India and all other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as a matter of good corporate governance practice.

OTHER DISCLOSURES Details of Board Meetings:

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2025-26, the Board met 5 (five) times i.e. on 09 May 2025, 01 July 2025, 06 August 2025, 14 November 2025 and 06 February 2026.

The table below gives the details of the attendance of the Directors at the Board meetings held during the year and at the previous Annual General Meeting (AGM) held on 30 June 2025:

*Ceased to be a Director (term ended - not eligible for reappointment) as a Director of the Company effective from 30 June 2025.

Committees of Board:

The details of composition of the Committees of the Board of Directors, meetings of the Committees and the attendance of the Committee Members, are as under:

a. Audit Committee

During the financial year 2025-26, the Audit Committee met 4 (Four) times i.e. on 09 May 2025, 06 August 2025, 14 November 2025, and 06 February 2026. The table below gives the composition and attendance record of the Audit Committee:

* Ceased to be a Director (term ended - not eligible for reappointment) effective from 30 June 2025.

**Appointed as a member with effect from 01 July 2025

b. Stakeholders' Relationship Committee

During the financial year 2025-26, the Stakeholders' Relationship Committee met once on 09 May 2025. The table below gives the composition and attendance record of the Stakeholders' Relationship Committee:

c. Nomination and Remuneration Committee

During the financial year 2025-26, the Nomination and Remuneration Committee met 2 (Two) times i.e. on 09 May 2025 and 14 November 2025. The table below gives the composition and attendance record of the Nomination and Remuneration Committee:

* Ceased to be a Director (term ended - not eligible for reappointment) effective from 30 June 2025.

**Appointed as a member with effect from 01 July 2025.

d. Risk Management Committee

During the financial year 2025-26, the Risk Management Committee met once on 20 March 2026. The table below gives the composition and attendance record of the Risk Management Committee:

e. Share Allotment Committee

During the financial year 2025-26, the Committee met 20 (Twenty) times mainly to offer & allot 0% NonConvertible Redeemable Preference Shares i.e. on 23 April 2025, 25 April 2025, 15 May 2025, 20 May 2025, 26 May 2025, 28 May 2025, 19 July 2025, 21

July 2025, 06 September 2025, 11 September 2025, 19 December 2025, 24 December 2025, 09 January 2026, 13 January 2026, 06 February 2026, 12 February 2026, 13 February 2026, 17 February 2026, 18 February 2026 and 23 February 2026. The table below gives the composition and attendance record of the Share Allotment Committee:

* Ceased to be a Director (term ended - not eligible for reappointment) effective from 30 June 2025.

** Appointed as a member with effect from 01 July 2025 VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy (Vigil Mechanism) of the Company may be accessed on its website at the link:

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee to consider and resolve all sexual harassment complaints. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including grant of maternity leave and other benefits to eligible women employees, as applicable during the financial year under review.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 has been adopted by the Board and can be accessed on the Company's website at the link: NOMINATION%20&%20REMUNERATION%20POLICY. pdf

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS (IDs)

The Company has received declarations from all the Independent Directors of the Company, confirming that, they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Reg. 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Based on the declaration received from all the Independent Directors and also in the opinion of the Board, all Independent Directors possess integrity, expertise, experience & proficiency and are independent of the management. The directors have adhered to Schedule IV Code of Conduct. The Company has also received confirmation from all the Independent Directors that they have registered themselves with the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs (IICA), Manesar, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements for the financial year ended 31 March 2026, the Company has followed the treatment as prescribed in the applicable Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV of the Companies Act, 2013 and the Code for Independent Directors, a separate meeting of the Independent Directors of the Company was held during the financial year 2025-26, without the attendance of NonIndependent Directors and Members of the Management. The said meeting was conducted on 06 February 2026, the Independent Directors, inter alia, reviewed the performance of Non-Independent Directors, the Chairperson of the Company (taking into account the views of Executive and Non-Executive Directors) and the Board as a whole, and assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2025- 26.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which this report relates and the date of the report except as otherwise, if any, mentioned in this Director's Report.

There had been no changes in the nature of Company's business. To the best of information and assessment there has been no material changes occurred during

the financial year generally in the classes of business in which the Company has an interest except as otherwise mentioned in this Directors' Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years, which required to transfer to the Investor Education and Protection Fund (IEPF). Therefore, there were no funds which were required to be transferred to IEPF.

Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 are not applicable to the Company.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT ("BRSR")

The BRSR report is mandatory for the top 1,000 listed entities in India. Accordingly, this clause is not applicable to the company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has neither made any application, nor are there any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, no such one-time settlement was done in respect of any loan taken by the Company from Banks / Financial Institutions.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed by you in the Company and all others who are connected with the Company in any manner.

For and on behalf of the Board of Directors of TCI Industries Limited