The Directors hereby present their Annual Report together
with the Audited Accounts of the Company for the year ended
31^st March, 2026.

1. FINANCIAL RESULTS:

2. DIVIDEND:

Your Directors are pleased to recommend a Final Dividend
of Rs. 25/- (Rupees Twenty Five Only) per equity share
of Rs.10/- each (250% on its paid-up equity shares) for
the financial year ended 31^st March, 2026 subject to the
approval of the Members at the ensuing 125^th Annual
General Meeting on September 16, 2026.

Your Directors are also pleased to recommend a Special
Dividend of Rs. 25/- (Rupees Twenty Five Only) per
equity share of Rs.10/- each (250% on its paid-up equity
shares) for the financial year ended 31^st March, 2026
subject to the approval of the Members at the ensuing
125^th Annual General Meeting on September 16, 2026.

This will be paid on or after September 16, 2026 to the
Members whose names appear in the Register ofMembers,
as on the Record Date i.e. September 9, 2026. The total
dividend for the financial year will absorb Rs. 2999.98
Lakh (Previous Year Rs. 1499.99 Lakh) recommended
by the members of the Board and to be approved in the
General Meeting.

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
(TDS) from dividend paid to the Members at prescribed
rates under section 194 of the Income-tax Act, 1961.

The Board has recommended dividend based on the
parameters laid down in the Dividend Distribution Policy
and dividend will be paid out of the profits for the year. The
Dividend Distribution Policy, in terms of Regulation 43A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) is available on the
Company’s website.

3. OPERATIONS:

The Division-wise details are given below:

VITRUM GLASS

Vitrum Glass is engaged in the manufacturing
and marketing of high-quality glass bottles for the
pharmaceutical industry in domestic and international
markets. Its fully automated manufacturing facility at
Vikhroli, Mumbai, has a production capacity exceeding
1.90 million bottles per day across a range of 5 ml to 650
ml.

The division continues to maintain long-standing
relationships with several leading pharmaceutical
and FMCG companies, including Procter & Gamble,

GlaxoSmithKline, Abbott India, Cipla, Ajanta
Pharma, Zydus Lifesciences, Himalaya Wellness, Dr.
Reddy’s Laboratories, Dabur India, Emami, Wallace
Pharmaceuticals and others.

During the year under review, the division recorded a
turnover of '246.49 crores, including export revenues of
'40.44 crores.

The division delivered stable performance during the year
despite prevailing market challenges. Continued focus
on operational efficiency, product quality, and customer
service is expected to support improved performance in
the current financial year.

EMPIRE MACHINE TOOLS (EMT)

The division recorded strong order inflows during the
year across sectors such as Energy & Power, Automotive,
Defence, Railways, Steel, Aerospace, and Machine Tools.
The order book comprised a diversified mix of high-value
and niche projects.

Several “Book and Bill” orders with advance payments
supported positive cash flow during the year. Execution
of high-value service orders, including CAMC and AMC
contracts, also contributed to profitability, supported
partly by exchange rate variation gains.

The Government of India’s “Make in India” initiative
continued to support private sector participation in the
Defence and Aerospace sectors, resulting in the receipt
of several strategic orders. However, order finalisation
in government sectors remained relatively slow due to
multi-level approval processes associated with global
tenders.

Revenue from shipments remained satisfactory during the
year, supported by execution of large-scale projects and
value-added engineering services.

The division enters FY 2026-27 with a healthy order
pipeline and expects continued business from existing
customers, including orders with improved payment
terms. Advance payments in the range of 20%-30%
are expected to support cash flow and enable pro-rata
invoicing.

At the same time, challenges such as global economic
uncertainty and volatility in foreign exchange rates
continue to remain areas of attention.

India’s growing manufacturing base and increasing
demand for advanced machine tools and niche
technologies are expected to support long-term industry
growth. The division continues to focus on sectors such
as Energy & Power, Automotive, Defence, Railways,
Steel, Aerospace, Oil & Gas, Research Institutions,
and Machine Tools, with OEMs and Tier-1 suppliers
remaining its primary customer base.

Empire Industrial Equipment caters to infrastructure
sectors including Oil & Gas, Steel & Metallurgy, Ports,
and Shipyards. In addition to supplying capital equipment,
the division also undertakes turnkey project execution,
enabling integrated and cost-effective solutions for
customers.

In line with the Government of India’s “Make in India”
initiative, the division continued to develop localized
solutions by collaborating with capable Indian partners
for fabrication, assembly, and packaging activities while
integrating technologies and equipment from overseas
principals.

During the year under review, the division continued its
recovery phase and strengthened its market presence.
Several projects remain under discussion and in execution
stages.

Ports & Shipyards, Steel & Metallurgy, and Oil & Gas are
expected to remain key focus sectors for the division in
FY 2026-27. Industry investment trends in these sectors
continue to remain encouraging.

EMPIRE VENDING (GRABBIT & EMPERIA
1900)

Grabbit continued to strengthen its presence in the
smart vending segment by expanding its digital vending
infrastructure and enhancing operational capabilities.
The division continued to focus on cashless transactions,
inventory management systems, and data-driven
operational efficiencies to improve user experience across
workplace environments.

The division also expanded its product offerings in
line with evolving workplace consumption trends and
wellness-oriented requirements.

EMPERIA 1900 continued to expand its portfolio of
hygiene and cleaning solutions, including disinfectants,
housekeeping products, kitchen care products, and
personal hygiene solutions.

During the year, the division introduced additional product
improvements focused on operational safety, packaging
durability, and ease of handling. Training programmes
covering hygiene protocols, protective equipment usage,
and safe chemical handling practices were also conducted
for institutional customers.

The division continues to explore opportunities across
sectors where hygiene standards and institutional cleaning
requirements are witnessing increased focus.

Empire Industrial Centrum is being developed on a 35-acre
property at Ambernath in phases. The project commenced
during FY 2014-15 after obtaining applicable approvals.

The Company has registered Phases 1 to 7 under RERA.
Phases 1, 2, 3, and 4 have been completed, and occupation
certificates have been received for all 9 buildings in these
phases. Phase 6 and Phase 7, being industrial projects,
have subsequently been deregistered from RERA as
registration for such projects is not mandatory.

The project remains a long-gestation development and
continues to benefit from infrastructure improvements
in the surrounding region, including the ongoing
construction of the proposed Chikhloli railway station
near the project site.

The Company expects improved sales momentum and
collections in the coming years and is evaluating the
launch of a commercial development within the project.

THE EMPIRE BUSINESS CENTRE (TEBC)

The Empire Business Centre provides serviced and
furnished office spaces at Lower Parel and Airoli, catering
to corporates, professionals, and emerging businesses.

The Lower Parel centre continued to maintain strong
occupancies and premium realizations supported by
long-standing customer relationships and its established
market positioning. The Airoli centre also maintained
stable occupancy and revenue performance during the
year.

Despite increasing competition in the co-working and
flexible office space sector, TEBC continues to maintain
its market presence through customer retention, broker
relationships, and digital outreach initiatives.

The division continues to evaluate expansion opportunities
in Mumbai and other business districts.

The Empire Commercial Property Division manages
commercial and IT office spaces at Lower Parel and
Vikhroli, Mumbai, comprising approximately one million
square feet.

Empire Plaza 1 and Empire Plaza 2 at Vikhroli continued
to operate at full occupancy during the year. The
Empire Complex at Lower Parel also maintained strong
occupancy levels.

The properties continue to house several established
organizations including HDFC Bank, ICICI Bank, Zee
Entertainment, Network18, Tata Unistore, BDO India
LLP and others.

The division continues to focus on property maintenance,
tenant retention, and long-term occupancy stability.

EMPIRE FOODS

Empire Foods imports frozen and chilled food products
from international markets and also procures products
locally for distribution to the HORECA sector across
India. The division operates through twelve branch offices
located across major cities in the country.

During the year under review, the division recorded
growth across both established and newly launched
products. The launch of CANDIA whipping cream and
butter sheets for the bakery segment received encouraging
market response.

The division continues to expand its dairy and bakery
product portfolio and is evaluating the introduction of
additional international brands in the Indian market.

During the year, Empire Foods received the “Best
Importer of Food & Beverage Products in India” award at
the Annapoorna Inter Food Awards 2025.

The division expects continued growth in product range
and sales during the current financial year.

4. CAPITAL EXPENDITURE

The major Capital Expenditure is on account of Plant &
Machinery Rs. 376.66 Lakh (Rs.266.05 Lakh), Vehicles
Rs.366.91 Lakh (Rs. 237.68 Lakh), Office Equipment
Rs.53.09 Lakh (Rs.122.19 Lakh), Furniture & fixtures
Rs.5.46 Lakh (Rs. 1.25 Lakh) and Software Rs.43.73
Lakh (Rs. 5.40 Lakh).

5. SHARE CAPITAL

During the year under review, there was no change
in authorized share capital of the Company. The total
authorized capital is Rs.15.50 Crore and paid-up equity
share capital of your Company is Rs.6 Crore.

6. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Companies Act
2013 read with the Companies (Management and
Administration) Amendment Rules 2020 vide notification
dated 28.08.2020, the draft annual return prepared in
accordance with Section 92(3) of the Companies Act,
2013 is made available on the website of the Company
and can be accessed at http://www.empiremumbai.com/
AnnualReport.zip.

7. NUMBER OF MEETINGS OF THE BOARD

During the year four Board Meetings on 30/05/2025,
13/08/2025, 12/11/2025 and 11/02/2026 were convened
and held. The details of Board and Committee meetings
are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.

The Independent Directors met on 13/08/2025 and
11/02/2026, without the attendance of Non-Independent
Directors and members of the management. The
Independent Directors reviewed the performance of Non¬
Independent Directors, the Committees and the Board as
a whole along with the performance of the Chairman of
your Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information
between the management and the Board that is necessary
for the Board to effectively and reasonably perform their
duties.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c)
of the Companies Act, 2013, with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards had been followed along with proper
explanation relating to material departures.

(b) 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 as at March 31, 2026 and of the profit and
loss of the company for that period;

(c) the directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

(d) the directors had prepared the annual accounts on a
going concern basis.

(e) the directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

“Internal Financial Controls” means the policies and
procedures adopted by the Company for ensuring
the orderly and efficient conduct of its business,
including the adherence to company’s policies, the
safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation
of reliable financial information.

(f) the directors had devised proper systems to ensure
compliances with the provisions of the applicable
laws and that such systems were adequate and
operating effectively.

9. STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS

The Company has received necessary declaration from
each independent director under Section 149(7) of the
Companies Act, 2013, that he / she meets the criteria
of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the Listing
Regulations.

10. COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and
their remuneration including criteria for determining
qualifications, positive attributes, independence of a
Director and other matters provided under sub-section
(3) of section 178 relating to the remuneration for the
Directors, key managerial personnel, and other employees.
As required by the rule 5 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
the prescribed details are annexed to this report.

11. EXPLANATIONS OR COMMENTS BY THE BOARD
ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK

There is no qualification, reservation or adverse remark
or disclaimer made -

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in her
secretarial audit report.

12. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENT

There are no loans given, guarantees issued or investments
made to which provisions of Section 186 are applicable to
the Company.

13. CORPORATE GOVERNANCE

As per Regulation 34(3) and 53(f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and the Listing Agreement with the Stock Exchange,
a separate section on corporate governance practices
followed by the Company, together with a certificate
from the Company’s Secretarial Auditor confirming
compliance forms an integral part of this Report.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India has
mandated compliance with the Secretarial Standards
on Board Meetings and General Meetings. During the
year under review, the Company has complied with the
applicable Secretarial Standards.

14. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into
during the financial year were on an arm’s length basis
and were in the ordinary course of business. There are no
materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons who may have
a potential conflict with the interest of the Company at
large. All Related Party Transactions are placed before
the Audit Committee, which has been reviewed by it and
approved by the Board. Prior omnibus approval of the
Audit Committee is obtained on an annual basis for the
transactions which are of a foreseen and repetitive nature
and also been done at arm’s length basis. The transactions
entered into pursuant to the omnibus approval so granted
are audited and a statement giving details of all related
party transactions is placed before the Audit Committee
and the Board of Directors for their approval on a
quarterly basis. None of the Directors has any pecuniary
relationships or transactions vis-a-vis the Company.
The report of the Board in respect of the particulars of
contracts or arrangements with related parties referred to
sub-section (1) of section 188 in Form AOC-2 is annexed
to this report as Annexure D.

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

Information pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with the Companies

(Accounts) Rules, 2014, relating to the foregoing matters
is given in the Annexure - A forming part of this report.

16. REPORT ON RISK MANAGEMENT POLICY

The Risk Management Committee with its members
performs its activities according to the Risk Management
Policy finalized by the Board indicating the development
and implementation of Risk Management.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES

The Company has developed and implemented the CSR
policy to carry out activities in health and education and
also formed KARO Trust which has been registered
on 12.03.2015 with Charity Commissioner, Mumbai
for this purpose. The policy is put up on Company’s
website. CSR report as per the provision of section 135
of the Companies Act, 2013 is annexed to this report as
Annexure -B.

18. ANNUAL EVALUATION BY THE BOARD OF ITS
OWN PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013
and the SEBI (LODR) Regulations 2015 as amended
from time to time, the Board has carried out an annual
performance evaluation of its own performance, the
directors individually as well as the evaluation of the
working of its Audit, Nomination & Remuneration and
other committees. The manner in which the evaluation
has been carried out has been explained in the Corporate
Governance Report.

19. TRANSFER OF SHARES/UNPAID/UNCLAIMED
AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies
Act, 2013 the Unclaimed Dividend, Fixed Deposits and
interest thereon which remained unpaid/unclaimed for a
period of 7 years have been transferred by the Company
to the Investor Education and Protection Fund (IEPF)
established by the Central Government pursuant to
Section 125 of the Companies Act, 2013.

As per provisions of Section 125(6) of the Companies
Act, 2013 read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (“the Rules”) notified by the Ministry of
Corporate Affairs effective from September 7, 2016,
the Company is required to transfer all shares in respect
of which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more in the
name of Investor Education and Protection Fund (IEPF)
Suspense Account established by the Central Government.
Accordingly, the Company has transferred shares to IEPF
Authority.

20. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has a vigil mechanism to deal with instance
of fraud and mismanagement, if any. The details of the
Whistle Blower Policy is explained in the Corporate
Governance Report and also posted on the website of the
Company.

21. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

As per the requirement of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (‘Act’) and Rules made thereunder,
the Company has constituted Internal Committees (IC).
While maintaining the highest governance norms, the
Company has appointed external independent persons,
who have done work in this area and have requisite
experience in handling such matters. During the year,
no complaint with allegations of sexual harassment was
received by the Company. In order to build awareness in
this area, the Company has been conducting programmes
in the organisation on a continuous basis.

a) Number of sexual harassment complaints received
during the year : Nil

b) Number of complaints resolved during the year : Nil

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

22. DECLARATION UNDER MATERNITY BENEFIT
ACT, 1961

The Company has complied with the requirements of
Maternity Benefit Act, 1961 and affirm that the Company
is in full compliance with this legislation. The Company
is committed to foster a safe, equitable, and supportive
workplace for women during and after pregnancy.

23. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read
with Rule, 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this report marked as Annexure -C.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. Further, the report and the
accounts are being sent to the Members excluding the
aforesaid annexure. In terms of Section 136 of the Act,
the said annexure is open for inspection and any Member
interested in obtaining a copy of the same may write to
the Company Secretary.

24. DIRECTORS

Completion of tenure of Mr. Rajbir Singh, Non¬
Executive Independent Director of the Company

The tenure of Mr. Rajbir Singh (DIN : 00826402),
Non-Executive Independent Director of the Company
is completing on this annual general meeting, who was
re-appointed as an Independent Director of the Company
for his 2^nd term in annual general meeting held on 29^th
September, 2021.

The Board appreciated for his crucial leadership and
his rich knowledge base through which the company
immensely benefitted. The Board of Directors and
the Management of the Company expressed deep
appreciation and gratitude to Mr. Rajbir Singh for his
extensive contribution and stewardship.

The tenure of his directorship and membership in various
committees of Mr. Rajbir Singh has been ended on this
ensuing annual general meeting to be held on September
16, 2026.

Re-appointment of Dr. Anuja Nikhil Mohe (DIN:
09263246) as Woman Independent Director of the
Company

The Board of Directors, at its meeting held on August 14,
2026, based on the recommendation of the Nomination
& Remuneration Committee, have re-appointed Dr.
Anuja Nikhil Mohe (DIN: 09263246) as an Independent
Director of the Company for a second term of 5 (five)
consecutive years with effect from September 16, 2026
upto September 15, 2031 (both days inclusive), subject
to the approval of the Members of the Company by way
of Special Resolution. Accordingly, approval of the
Members is being sought at the ensuing AGM for her re¬
appointment. Dr. Anuja Nikhil Mohe (DIN: 09263246)
is a person of high repute, integrity and has rich and
varied experience which will be an invaluable input to the
Company’s strategic direction and decision making. Her
contributions and guidance during the deliberations at the
Board and Committee meetings have been of immense
help to the Company. Pursuant to the provisions of Rule
6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014, Dr. Anuja Nikhil Mohe (DIN:
09263246) has already passed an online proficiency
self-assessment test conducted by the ‘Indian Institute of
Corporate Affairs’.

25. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE
COMPANIES

There are no companies which have become or ceased to
be its subsidiaries, joint ventures or associate companies
during the year.

26. DETAILS RELATING TO FIXED DEPOSITS

The details relating to deposits covered under Chapter V
of the Act -

(a) Accepted during the year: Rs 2126.48 Lakh.

(b) Remained unpaid or unclaimed as at the end of the
year: Rs. 197.72 Lakh.

(c) Whether there has been any default in repayment of
deposits or payment of interest thereon during the
year and if so, number of such cases and the total
amount involved-

(i) At the beginning of the year: Nil

(ii) Maximum during the year: Nil

(iii) At the end of the year: Nil

Deposits received from Directors amounting to Rs. 560.00
Lakhs and from NRO amounting to Rs. 594.00 Lakh ,
which are exempted deposits and not covered under the
provisions of sections 73 to 76 of the Companies Act,
2013 as amended from time to time.

27. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company’s operations in future.

28. DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL CONTROLS

The Company conducts its business with integrity and
high standards of ethical behavior and in compliance with
the laws and regulations that govern its business. The
Company has a well-established framework of internal
controls in operation, supported by standard operating
procedures, policies and guidelines, including suitable
monitoring procedures and self-assessment exercises.
In addition to external audit, the financial and operating
controls of the Company at various locations are
reviewed by the Audit Committee of the Board. The Audit
Committee reviews the adequacy and effectiveness of
the implementation of audit recommendations including
those relating to strengthening Company’s management
policies and systems.

As required by the Companies Act 2013, the Company
has implemented an Internal Financial Control (IFC)
Framework. Section 134(5)(e) requires the Directors
to make an assertion in the Directors Responsibility
Statement that the Company has laid down internal
financial controls, which are in existence, adequate and
operate effectively. Under Section 177(4)(vii), the Audit
Committee evaluates the internal financial controls and

makes a representation to the Board. The purpose of the
IFC is to ensure that policies and procedures adopted
by the Company for ensuring the orderly and efficient
conduct of its business are implemented, including
policies for and the safeguarding its assets, prevention and
detection of frauds and errors, accuracy and completeness
of accounting records, and timely preparation of reliable
financial information.

29. AUDITORS

Members of the Company at the 121^st AGM held on
September 21, 2022, approved the re-appointment M/s. A.
T. Jain & Co., Chartered Accountants (Firm Registration
No.103886W), as the Auditors of the Company for a
further period of five years from the conclusion of the
ensuing 121^st AGM till the conclusion of the 126^th AGM.

In terms of the provisions relating to statutory auditors
forming part of the Companies Amendment Act, 2017,
notified on May 7, 2018, ratification of appointment
of Statutory Auditors at every AGM is no more a legal
requirement. Accordingly, the Notice convening the
ensuing AGM does not carry any resolution on ratification
of appointment of Statutory Auditors.

The report of the Statutory Auditor forms part of the
Integrated Report and Annual Accounts for financial
year 2025-26. The said report does not contain any
qualification, reservation, adverse remark or disclaimer.
During the year under review, the Statutory Auditors
did not report any matter under Section 143(12) of the
Act, therefore no detail is required to be disclosed under
Section 134(3)(ca) of the Act.

30. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed Ms. Deepa Gupta, Practicing
Company Secretary, to undertake the Secretarial Audit of
the Company. The Report of the Secretarial Audit Report
is annexed to this report.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought as the ensuing AGM Ms. Deepa Gupta, Practicing
Company Secretary (C. P. No. 8168) (Peer Review
Number: 2027/2022)) has been appointed as a Secretarial
Auditor to undertake the Secretarial Audit of your
Company for the first term of five consecutive financial
years from FY 2025-2026 till FY 2029-2030. Ms. Deepa
Gupta, Practicing Company Secretary has confirmed that
she is not disqualified to be appointed as a Secretarial
Auditor and is eligible to hold office as Secretarial Auditor
of your Company.

31. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013
read with The Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit records
maintained by the Company in respect of its Construction
activity is required to be audited. Your Directors had, on
the recommendation of the Audit Committee, appointed
M/s. Vinay Mulay & Co. to audit the cost accounts of
the Company for the financial year 2026-2027 on a
remuneration of Rs. 1,50,000/-. As required under the
Companies Act, 2013, the remuneration payable to the
cost auditor is required to be placed before the Members
in a general meeting for their ratification. Accordingly,
a Resolution seeking Member’s approval for the
remuneration payable to M/s. Vinay Mulay & Co., Cost
Auditors is included at Item No. 5 of the Notice convening
the Annual General Meeting.

32. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company
by Company’s officers or employees, to the Audit
Committee, as required under Section 143(12) of the Act.

33. CYBER SECURITY

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the

processes, technology controls are being enhanced in-line
with the threat scenarios. Your Company’s technology
environment is enabled with real time security monitoring
with requisite controls at various layers starting from end
user machines to network, application and the data.

During the year under review, your Company did not face
any incidents or breaches or loss of data breach in cyber
security.

34. ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for
the abundant assistance and co-operation received by the
Company from its workers, staff, officers, Consortium
Banks, members and other Government Bodies during
the year under review.

The Directors also recognize and appreciate all the
employees for their commitment, commendable efforts,
teamwork, professionalism and continued contribution to
the growth of the Company.

On Behalf of the Board of Directors

S. C. MALHOTRA
Chairman
DIN:00026704

Place: Mumbai
Date: 14/08/2026