Dear Members,

Your directors have the pleasure of presenting the Twelfth Director's Report together with the Audited Financial Statements of your Company for the financial Year ended March 31, 2026.

1. FINANCIAL PERFORMANCE

The Company's financial performance for the financial year ended March 31, 2026:

( in Lakhs)

2. BUSINESS PERFORMANCE

Your Company has achieved total revenue of 5,738.41 Lakhs during the financial year ended 31 March 2026 as against a total revenue of 2,649.50 Lakhs in the corresponding previous financial year ended 31 March 2025. Profit before tax for the year stood at 414.30 Lakhs compared to 165.95 Lakhs for the previous corresponding year. The Profit after tax for the period stood at 302.65 Lakhs as against a profit of 116.62 Lakhs during the corresponding year.

3. RESERVE & SURPLUS

The Board of Directors have decided to retain the entire amount of profit in the profit and loss account.

4. DIVIDEND

To conserve the resources for future growth of the company, your directors do not propose any dividend for the current year. Your Company's policy on Dividend Distribution is available at https://www.falcongroupindia.com/wp-content/uploads/2019/08/Dividend-Distribution-Policy.pdf

5. CHANGE IN THE NATURE OF BUSINESS

The Company did not commence any new business nor discontinue/sell or dispose off any of its existing businesses and also did not hive off any segment or division during the financial year. Also, there has been no change in the nature of business carried on by the Company during the year under review.

6. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and up to the date of the report.

7. SHARE CAPITAL OF THE COMPANY

AUTHORIZED SHARE CAPITAL

The authorized share capital of the Company as on April 01, 2025 was Rs.10,00,00,000 (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of 10/- (Rupees Ten only) each.

During the year under review, the authorised share capital increased from Rs.10,00,00,000 (Rupees Ten Crore Only) to Rs. 20,00,00,000/-(Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crore only) Equity Shares of face value Rs. 10/- each vide an ordinary resolution passed by the members of the Company in the Annual General Meeting held on September 25, 2025.

Further the authorised share capital increased from Rs. 20,00,00,000/-(Rupees Twenty Crores only) to 30,00,00,000/-(Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crore) Equity Shares of face value 10/- each vide an Ordinary resolution passed by the members of the Company in the Extraordinary General Meeting held onNovember 06, 2025.

PAID-UP SHARE CAPITAL

The paid-up Equity share capital of the Company as on 31st March, 2026 was 5,35,67,930 (Rupees Five Crore Thirty-Five Lakhs Sixty-Seven Thousand Nine Hundred Thirty only) divided into 53,56,793 (Fifty-Three Lakhs Fifty-Six Thousand Seven Hundred Ninety-Three) equity shares of 10/- (Rupees Ten Only).

UNDER-SUBSCRIPTION OF RIGHTS ISSUE

Your Company filed Letter of Offer dated March 23, 2026, on raising of funds by issuing up to 21,427,172 Equity Shares of face value of Rs.10/- each at an issue price of Rs. 10/- per equity share aggregating up to Rs 21.43 Crores on Rights basis to the eligible equity shareholders of the Company in the ratio of 4:1 as on record date i.e. March 18, 2026, which opened on April 7, 2026 and closed on May 6, 2026.

The Company did not achieve the minimum subscription of 90% of the issue size as required under

Regulation 86(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and accordingly the Company did not proceed with the allotment of equity shares under the said Rights issue. Further the application monies received from applicants through ASBA mechanism were refunded/unblocked in accordance with applicable laws and regulatory requirements.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company as on March 31, 2026 comprised of Four (4) Directors out of which One (1) is Executive Director and One (1) is Non-Executive Director and two (2) are Non-Executive Independent Directors.

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 and Qualification of Directors) Rules, 2014.

The changes in the Directors and Key Managerial Personnel of the Company during FY 2025 26:

DIRECTORSHIP POST MARCH 31, 2026 (UP TO THE DATE OF THIS REPORT):

At the end of the financial year, the composition of the Board and Key Managerial Personnel is as follows:

The Company continues to work towards ensuring compliance with all applicable regulatory requirements and to maintain a balanced and effective Board composition.

9. KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013 (‘the Act'), the following are the KMPs of the Company as on the closure of the financial year:

Mr. Bharat Shreekishan Parihar - Managing Director

Mr. Ashish Kumar Mishra - Company Secretary & Compliance Officer (w.e.f. January 22, 2026)

Mr. Mushir Athar Sayed - Chief Financial Officer (w.e.f. August 22, 2025)

10. DECLARATION BY INDEPENDENT DIRECTORS

Directors who are Independent, have submitted a declaration as required under Section 149(7) of the Act that each of them meets the criteria of Independence as provided in Sub Section (6) of Section 149 of the Act and under Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances which may affect their status as independent Director during the year. In the opinion of the Board, the Independent Directors possess an appropriate balance of skills, experience and knowledge, as required.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

11. DETAILS OF MEETINGS OF BOARD OF DIRECTORS

A. BOARD OF DIRECTORS

During the financial year 2025-26, 15 (Fifteen) meetings of the Board of Directors were held, and the details of meetings attended by the Directors are as follows:

The details of meetings attended by the Directors are as follows:

B. Audit Committee of Board of Directors

As a measure of good Corporate Governance and to provide assistance to the Board of Directors in overseeing the Board's responsibilities, an Audit Committee was formed as a sub-committee of the Board. The Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The terms of reference of the Audit Committee covers all matters specified in Part C of Schedule II of Regulation 18 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also those specified in Section 177 of the Companies Act, 2013.

During the year under review, Mrs. Twinkle Agarwal was appointed as an Independent Director of the Company w.e.f. July 23, 2025. Subsequently, the Audit Committee was reconstituted on July 23, 2025.

The detailed composition of the members of the Audit Committee as on March 31st, 2026:

All the members possess sound accounting and financial management knowledge.

During the period under review, a total of 05 (Five) Audit Committee Meetings were held dated: May 30, 2025, July 23, 2025, August 22, 2025, October 13, 2025 and January 30, 2026.

Attendance for Audit Committee Meeting:

C. NOMINATION & REMUNERATION COMMITTEE

In compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013, the Board has constituted the Nomination and Remuneration Committee (‘NRC Committee').

During the year under review, Mrs. Twinkle Agarwal was appointed as an Independent Director of the Company w.e.f. July 23, 2025. Subsequently, the NRC Committee was reconstituted on July 23, 2025.

The detailed composition of the members of the NRC Committee as on March 31st, 2026:

During the period under review, total 4 (Four) Nomination and Remuneration Committee Meetings were held dated: April 25, 2025, July 23, 2025, August 22, 2025 and January 22, 2026

Attendance of Nomination & Remuneration Committee Meeting:

D. STAKEHOLDER RELATIONSHIP COMMITTEE:

In compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has constituted the

"Stakeholders' Relationship Committee".

The Stakeholders' Relationship Committee has been formed for the effective redressal of the investors' complaints and reporting of the same to the Board periodically.

The detailed composition of the members of the Stakeholders Relationship Committee as on March 31st, 2026:

During the period under review, total 1 (One) Stakeholders Relationship Committee Meetings was held dated: May 30, 2025.

Attendance of Stakeholder Relationship Committee Meeting:

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Based on the profitability criteria for the year, Corporate Social responsibility requirements under section 135 of the Companies Act, 2013 are not applicable to the Company for the year under review.

12. EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 read with Part D of Schedule II to the Listing Regulations, the Management carried out proper evaluation of the Independent Directors prior to their appointment, on the basis of contribution towards development of the Business and various other criteria like experience and expertise, performance of specific duties and obligations etc.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of Directors individually through internally developed questionnaire on performance evaluation.

The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors.

VIGIL MECHANISM

Your Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177 (9) of the Act.

The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company web link: https://www.falcongroupindia.com/wp-content/uploads/2023/06/2.-100423_FTIL_Policy-on-Vigil-Mechanism.pdf

AND DISCHARGE OF THEIR DUTIES

Your Company has formulated and published The Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The provisions of this policy are in line with the provisions of Section 178(1) of the Act. The Policy is uploaded on the website of the company. The web link is https://www.falcongroupindia.com/wp-content/uploads/2023/06/3.-060623_FTIL_Nomination-Remuneration-Policy.pdf.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134, Sub-section 3(c) and Sub-section 5 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

(a) In preparation of the annual accounts, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures, if any;

(b) Such Accounting Policies have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the Company's state of affairs as on 31 March, 2026 and of the Company's profit or loss for the year ended on that date;

(c) Proper and sufficient care has been taken 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) The annual Financial Statements have been prepared on a Going Concern Basis.

(e) Internal financial controls have been laid down to be followed by the Company and that such internal financial controls were adequate and operating effectively.

(f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and operate as intended. During the year, no reportable material weakness was observed.

16. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company at the beginning of the year, during the year or at the end of the year.

17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in the future.

18. EXTRACT OF ANNUAL RETURN

The Annual return referred to in Sub Section (3) of Section 92 of the Companies Act, 2013, for the financial year ended March 31, 2025 is available on the website of the company at https://www.falcongroupindia.com/

19. AUDITORS AND AUDITOR'S REPORT

A. STATUTORY AUDITOR

M/s NGST & Associates, Chartered Accountants, having (FRN: 135159W) were appointed as Statutory Auditors of the Company in the Annual General Meeting held on December 30, 2024, for F.Y. 2024-25 to FY 2028-29 to hold the office till the conclusion of 15th Annual General Meeting.

B. SECRETARIAL AUDITOR

Pursuant to Section 204(1) of the Companies Act, 2013, the Company is required to obtain a Secretarial Audit

Report from a Practicing Company Secretary and annex the same to the Board's Report. In compliance with this requirement, the Board of Directors, at its meeting held on December 30, 2024, appointed M/s. Dilip Bharadiya & Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2025 26.

Subsequently, M/s. Dilip Bharadiya & Associates tendered their resignation on January 23, 2026. The Board, at its meeting held on April 15, 2026, approved the appointment of Ms. Alpana Sethia, Practicing Company Secretaries, to carry out the Secretarial Audit for the financial year 2025 26.

C. INTERNAL AUDITOR

M/s. Raj Atul Khatri & Associates, Chartered Accountant, is appointed as Internal Auditor of the Company for F.Y. 2025-26. They take care of the internal audit and controls, systems and processes in the Company.

D. COST RECORDS

As reported in the Auditors' Report for the year under report, Central Government has not specified maintenance of cost records in respect of the services provided by the Company. Hence the provisions of Section 148(1) of the Act do not apply to the Company.

Auditor's Report

The Auditors' Report for the Financial Year ended 31 March, 2026 does not contain any qualification, reservation, adverse remark, or disclaimer. The Notes on financial statements referred to in the Auditor's

Report are self-explanatory and do not call for any further comments. No fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

Secretarial Auditor's Report

The Secretarial Audit Report is annexed as ‘Annexure A' and forms an integral part of this Report. The Secretarial Auditors have not expressed any qualifications in their Secretarial Audit Report for the year under review. Being a SME Listed Company, Pursuant to Regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08 February 2019, the Annual Secretarial Compliance Report is not applicable to our Company.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under purview of the provisions of Section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the details in respect of development and implementation of CSR by the Company are not included in this report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to Financial Accounts, which forms part of the Annual Report. The Company has not extended the corporate guarantee on behalf of any other Company during the year under review.

22. PUBLIC DEPOSIT

The Company has neither accepted nor renewed any deposits during the year.

23. RISK MANAGEMENT POLICY

The Board of Directors of the Company have framed a Risk Assessment and Management Policy and are responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee exercises additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

24. RELATED PARTIES TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. The particulars of RPT in Form AOC-2 as required under Section 188 (1) of the Act read with relevant rules framed therein are annexed herewith as Annexure B forming part of this Report.

25. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and in view of recent amendments to the SEBI (Prohibition of Insider Trading) 2015 by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Policy on Determination of Legitimate purpose and the Policy on inquiry in case of leak or suspected leak of UPSI are adopted by the Company and are made available on the Website of the Company. Weblink: https://www.falcongroupindia.com/code-policies/#

26. MANAGEMENT'S DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

27. CORPORATE GOVERNANCE REPORT

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance provisions are not mandatory for the Company, as it is listed as a Small and Medium-sized Enterprise (SME).

28. GENERAL SHAREHOLDER INFORMATION

*MARKET PRICE DATA

SHAREHOLDING PATTERN AS ON MARCH 31, 2026

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

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. During the financial year under review, the Company has not received any complaints pertaining to Sexual Harassment and also there are no complaint pending.

OUTGO

a. Conversation of Energy

i. Steps taken or impact on conservation of energy: Nil ii. Steps taken for utilising alternate sources of energy: Nil iii. Capital Investment on Energy Conservation Equipment: Nil

b. Technology Absorption

a) Efforts made towards technology absorption: Nil b) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil c) Information regarding technology imported, during the last 3 years: Nil d) Expenditure incurred on Research and Development: Nil

c. Foreign Exchange Earnings and Outgo

a) The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

31. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are attached as ‘Annexure C' forming part of this Report.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid.

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

33. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on the Board Meetings and General Meeting.

34. DISCLOSERS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF

As Company has not done any one-time settlement during the year under review hence no disclosure is required.

36. ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for excellent support received from the Banks and financial institutions during the financial year under review. Your directors also express their warm appreciation to all employees for their contribution to your Company's performance and for their superior levels of competence, dedication and commitment to the growth of the Company. The Directors are also grateful to you, the Shareholders, for the confidence you continue to repose in the Company.