Your Director's present the 77^th Annual Report and the audited financial statements for the financial year
ended 31^st March 2025.

The financial performance of the Company for the financial year ended 31^st March 2025 is summarized below:
FINANCIAL RESULTS:

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business
during the financial year under review, and the
Company continues to operate in the field of
construction activities.

In line with the company's long-term growth
strategy and after receiving approval via postal
ballot, we are pleased to announce the expansion
of our business into additional sector. This
diversification aims to enhance our overall business
activities, drive greater revenue potential, and
reduce exposure to sector-specific risks.

While we are entering new sectors, it is important
to emphasize that our core business—Engineering,
Procurement, and Construction will remain the
foundation of our operations. The diversification
will serve to complement and strengthen our
existing business, rather than divert focus or
resources from it. We remain fully committed to

maintaining our leadership and excellence within
the construction industry, while the new ventures
will contribute to the broader strategic vision of the
company.

We believe this step will provide a balanced
approach to growth, positioning us for sustainable
success in the coming year

DIVIDEND AND GENERAL RESERVE

Your Directors has not recommended any dividend
for the financial year ended 31^st March 2025. The
Company has not transferred any amount to the
general reserve.

SHARE CAPITAL

As on 31^st March 2025, under review, your company
has

> authorized Share Capital of ' 7200 Lakhs

• 4,00,00,000 equity shares having face value of
' 10 each amounting to ' 4000 Lakhs

• 32,00,000 Preference shares having face value
of ' 100 each amounting to ' 3,200 Lakhs

> Paid-up capital of ' 3323.36 Lakhs.

During the year under review, your Company
obtained approval from the members through
a postal ballot notice dated 22^nd February 2025
for the issuance of 67,22,722 equity shares to
promoters and non-promoters on a preferential
basis, at a price of ' 40.05 (Rupees Forty and Five
Paise only) per share, comprising a face value of '
10/- and a premium of '30.05 per share.

Subsequently, the Company allotted 16,49,840
equity shares on 8th May 2025.

Following this allotment, the paid-up equity share
capital increased to 3,48,83,438 equity shares,
amounting to ' 34,88,34,380/- (Rupees Thirty-Four
Crores Eighty-Eight Lakhs Thirty-Four Thousand
Three Hundred and Eighty only).

DETAILS OF DEPOSITS

The Company has not accepted any Deposits
covered under Section 73 of the Companies Act
2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the financial year ended 31^st March 2025
there was no alteration of MOA / AOA. However,
the Board of Directors, at their meeting held on 20^th
May 2025, recommended the following alterations
to the Memorandum of Association of the Company,
subject to the approval of the members:

• Subdivision of unissued preference shares of
the Company;

• Reclassification of the authorised share capital
of the Company; and

• Adoption of a new set of the Memorandum
of Association in line with the applicable
provisions.

Pursuant to the said recommendation, the
members approved the aforementioned items
through postal ballot on 25^th July 2025.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, your Company has
neither extended any loans, guarantees nor made
any investments covered under the provisions of
Section 186 of the Companies Act, 2013.

RISK MANAGEMENT AND OVERSIGHT

With a strategic focus on integrating risk
management into the Company's overall strategic
and operational framework, the Board of Directors
has established a robust mechanism for regular
review and monitoring of key business risks. This
process, implemented in close coordination with
the management team, ensures that potential risks
are proactively identified, assessed, and mitigated
through appropriate control measures.

The Board engages in periodic discussions with
the management to stay informed on emerging
risks and the effectiveness of mitigation strategies,
thereby enabling comprehensive risk oversight at
the Board level.

In addition to operational controls, the Board has
instituted comprehensive standards, processes,
and frameworks to establish and maintain effective
Internal Financial Controls (IFC), ensuring the
Company's financial operations are conducted
responsibly and with due diligence.

These controls are subject to continuous
monitoring, regular management reviews, and
self-assessment to ensure their effectiveness. The
internal control framework is aligned with the
Company's business objectives and is periodically
reviewed and approved by the Audit Committee.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In addition to operational controls, the Board has
instituted comprehensive standards, processes,
and frameworks to establish and maintain effective
Internal Financial Controls (IFC), ensuring the
Company's financial operations are conducted
responsibly and with due diligence.

These controls are subject to continuous
monitoring, regular management reviews, and
self-assessment to ensure their effectiveness. The
internal control framework is aligned with the
Company's business objectives and is periodically
reviewed and approved by the Audit Committee.

The Audit Committee actively monitors the
adequacy and performance of these controls.
Significant observations are followed up, and
necessary actions are taken and reported to the
Committee for oversight.

The Company has adequate Internal Financial
Controls in place with reference to its Financial
Statements, ensuring compliance with applicable.

BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL

As on 31^st March 2025, the Board of Directors of
the Company comprised Six Directors, consisting
of one Executive Director, two Non-Executive
Directors and three Independent Directors and, as
tabled below:

Mr. G V Manimaran Chairman &

Managing Director

Mr. Baskaran Non-Executive -

Non- Independent

Dr. Ennarasu Karunesan Non-Executive -

Non- Independent

M' R S Isabella Non-Executive

-Independent

Mr. Nallusamy Elangovan Non-Executive

-Independent

Dr. Ravi Muthusamy Non-Executive

-Independent

During the year under review, there are significant
changes in the composition of board of directors
which is given in the corporate governance report
attached with the Annual report.

In pursuance of Section 152 of the Companies
Act, 2013 and the rules framed there under Dr.
Ennarasu Karunesan, Non-Executive Director (DIN
00200432), of the Company is liable to retire by
rotation, at the 77^th Annual General Meeting and
being eligible offers himself for reappointment.

The resolution seeking members approval for the
re-appointment of Dr. Ennarasu Karunesan as a
Director of the Company is included in the Notice
convening the 77^th Annual General Meeting.

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of independence as
prescribed under the Companies Act, 2013 and
the SEBI (LODR) Regulations. In the opinion of
the Board, the Independent Directors possess the
requisite expertise and experience, and they fulfil
the conditions specified in the Act and the Rules
made thereunder and are independent of the
management.

The details of program for familiarization of
Independent Directors with the Company, nature
of the industry in which the Company operates and
related matters are uploaded on the website of the
Company at the link https://coromandelengg.com/
policies .

The Board of Directors has carried out an annual
evaluation of its own performance, working of its
Committees and Individual Directors of the Company
pursuant to the provisions of the Companies Act,
2013 read with the Rules framed thereunder and
SEBI (LODR) Regulations. The performance was
evaluated by the Board after seeking input from
all the Directors on the basis of criteria such as the
board composition and structure, effectiveness of
board processes, information and functioning, etc.

Pursuant to the provisions of Schedule IV of the
Companies Act, 2013 and Regulation 25 of the
Listing Regulations, the Independent Directors
of the Company had a separate meeting during
the financial year without the attendance of

non-independent Director at its meeting held on
26^th March 2025, the performance of the Non¬
Independent Directors, the Board as a whole
was evaluated, taking into account the views of
Directors

During the year under review, the following
changes took place in the office of Key Managerial
Personnel:

• Mr Sabaretnam Singaram, Managing Director,
resigned from his position with effect from
25^th October 2024. The Board appointed
Mr G V Manimaran as Chairman and Managing
Director withy effect from 12^th November 2024

• Mr. Ravichandran Perumal, Chief Financial
Officer, resigned from his position with effect
from 15^th November 2024. The Board appointed
Mr. AK Babu Ismath Razack to the position with
effect from 14^th December 2024.

• Ms. M Akila, Company Secretary and
Compliance Officer, resigned with effect from
31^st May 2024. She was replaced by Mr. Anto
Abhinash, who assumed charge on 1st June
2024 in the same position.

• Following the resignation of Mr. Anto Abhinash
from the position of Company Secretary and
Compliance Officer with effect from 31st
October 2024, the Company appointed Ms.
Sneha Jain to the role with effect from 31st
January 2025.

MEETINGS OF THE BOARD

During the financial year ended 31^st March 2025,
6 (Six) Board Meetings were held. Details of the
meetings held, and attendance of each Director are
given in the Corporate Governance Report forming
part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the
Companies Act, 2013, your Directors, to the best of
their knowledge and ability confirm as under:

(a) in the preparation of the annual Financial
Statements, the applicable accounting
standards have been followed, and no material
departures have been made from the same.

(b) The accounting policies mentioned in Note
No. 3 of the Financial Statements have been
selected and applied 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 31st
March 2025 and of the profit of the company.

(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 accounts of the company have been
prepared on a going concern basis.

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

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

AUDIT COMMITTEE

Your Company has an Audit Committee pursuant to
the requirements of the Act read with Rules framed
thereunder and SEBI (LODR) Regulations, 2015. The
details relating to the same are given in the report
on Corporate Governance forming part of this
Report. During FY 2024-25, the recommendations
of Audit Committee were duly accepted by the
Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

Throughout the year, all contracts, arrangements,
or transactions involving related parties adhered
to the stipulations outlined in the Companies Act,
2013 and its associated regulations. Additionally,
the Company takes necessary action and ensures
compliance for any contracts, arrangements, or
transactions with related parties that meet the
criteria for materiality, in accordance with the
Company's policy on related party transactions
and the applicable Section and Regulation.
Furthermore, the details such transactions that

necessitated reporting in Form No. AOC-2, as per
Section 134(3)(h) in conjunction with Section 188 of
the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014 forms part of the Boards' report. All
the transactions that were conducted by Company
with its related parties during the financial year
under review were at arm's length basis.

The Policy on Related Party Transactions, as
approved by the Board, is available on the
Company's website at https://coromandelengg.
com/policies .

The details of all the transactions with Related
Parties are provided in the accompanying financial
statements.

VIGIL MECHANISM

In accordance with Section 177 of the Act and
Regulation 22 of SEBI (LODR) Regulations, the
Company has formulated a Vigil Mechanism and
has a whistle blower policy in place to address
genuine concerns or grievances, if any, of the
directors, vendors and employees. The whistle
blower policy is available on the website of the
Company at https://coromandelengg.com/policies

PREVENTION OF INSIDER TRADING

Your Company has adopted a code of conduct for
prevention of "Insider Trading" as mandated by the
SEBI and same is available on the website of the
Company: https://coromandelengg.com/policies.
Your Company's Audit Committee monitors
implementation of said Policy.

NOMINATION AND REMUNERATION COMMITTEE

The Company has in place a Nomination and
Remuneration Committee in terms of the
requirements of the Companies Act, 2013 read with
the rules made there under and Regulation 19 of
the SEBI (LODR) Regulations. The details relating to
the Committee are given in the report on corporate
governance forming part of this report.

The Board has accepted the recommendations of
the Nomination and Remuneration Committee and
there were no incidences of deviation from such
recommendations during the financial year under
review.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has in place a Stakeholders
Relationship Committee in terms of the
requirements of the Companies Act, 2013 read with
the rules made there under and Regulation 20 of
the SEBI (LODR) Regulations. The details relating to
the Committee are given in the report on corporate
governance forming part of this report.

TECHNICAL COMMITTEE

The Board of Directors, recognizing the importance
of focused sight on technical matters, has
constituted a Technical Committee comprising
Directors of the Company. The formation of this
Committee is in accordance with the provisions
of the Companies Act, 2013, and the SEBI (LODR)
Regulations. The details relating to the Committee
are given in the report on corporate governance
forming part of this report.

REMUNERATION POLICY

In line with the recommendations of the Nomination
and Remuneration Committee, the Board of
Directors has adopted a comprehensive policy for
the selection, appointment, and remuneration of
Directors, Key Managerial Personnel (KMP), Senior
Management, and other employees.

This policy is designed in accordance with the
provisions of Section 178 of the Companies Act,
2013, and Regulation 19 along with Part D of
Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Its
core objective is to ensure that the remuneration
structure is reasonable, competitive, and aligned
with the company's performance. It aims to attract,
retain, and motivate highly competent individuals
while striking a balance between short-term and
long-term goals to drive sustainable growth.

The policy is available for reference on the
company's official website at the following link:
https://coromandelengg.com/policies.

CORPORATE SOCIAL RESPONSIBILITY

The requirements for forming a CSR Committee
and spending on CSR under Section 135 of the

Companies Act, 2013, do not apply to the Company
for the Financial Year 2024-25.

AUDIT

STATUTORY AUDIT

M/s. CNGSN & Associates LLP, Chartered

Accountants, (FRN. 004915S/S200036) Chennai
were appointed as Statutory Auditors of the
Company at the 74^th Annual General Meeting of the
Company held on 3^rd August 2022, to hold office for
a term of 5 consecutive years until the conclusion
of 79^th Annual General Meeting of the Company.

M/s. CNGSN & Associates LLP, Chartered

Accountants, has furnished a certificate of their
eligibility and consent under section 139 and 141 of
the Companies Act 2013 and the Companies (Audit
and Auditors) Rules 2014 for their continuance
as the Auditors of the company for the Financial
Year 2025-26. In terms of the Listing Regulations,
the Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the
ICAI.

The Independent Auditors' Report(s) to the
Members of the Company in respect of the Financial
Statements for the Financial Year ended 31^st March
2025 form part of this Annual Report and contains
no qualification or adverse remarks or disclaimer
with regard to the financial statements for the year
ended 31^st March 2025.

STATUTORY AUDITORS' - EMPHASIS OF MATTER:

The Statutory Auditors of the Company have
included an Emphasis of Matter in their report
for the financial year ended 31^st March 2025. The
said Emphasis of Matter does not constitute a
qualification or modification of their opinion but
has been included to draw attention to certain
matters disclosed in the financial statements:

1. We draw attention to the outstanding statutory
due to Government authorities. Delays were
observed in payment of Goods and Service Tax
amounting to Rs.1,08,93,788 including interest
thereon and in payment of Tax Deducted at
Source amounting to Rs. 54,64,310, both of

which were subsequently paid.

2. The amount of Rs. 3,70,277 towards Employees'
Provident Fund contributions including interest
remains unremitted by the company. Our
opinion is not modified in this regard.

3. MSME dues including interest amounting to
Rs. 7,26,40,633 remain unpaid beyond the
due dates. Our opinion is not modified in this
regard.

4. We draw attention to the outstanding long¬
term loan from IDFC First Bank. During FY
2024-25, the loan repayments were not made
as per the scheduled due dates and amounts
specified in the repayment schedule and paid
subsequently. Our opinion is not modified in
this regard.

5. We draw attention to the revaluation of Plant
& Machinery carried out during the quarter
ended 31.03.2025, resulting in an increase of
Rs. 3, 17,09,228 in the carrying value of assets
and corresponding impact on Other Equity. Our
opinion is not modified in this regard.

6. Due to the voluminous nature of transactions
undertaken by the entity, we have not
conducted comprehensive verification of the
Goods and Services Tax (GST) and Input Tax
Credit (ITC) claims. However, based on our
review of the internal audit report and related
records, we noted instances of mismatched
credit, including cases where ITC pertaining
to the State of Tamil Nadu was claimed under
the GST registration of the State of Odisha. Our
opinion is not modified in this regard.

Management's response to the above emphasis of
matters mentioned in the Auditors Report:

1. The Board notes the observation regarding
delays in payment of Goods and Services Tax
amounting to ' 1,08,93,788 (including interest)
and Tax Deducted at Source amounting to '
54,64,310. The delays occurred due to a change
in management. Both amounts have since been
paid in full and have no continuing impact on
the Company's operations or financial position.

2. With reference to the unremitted difference
in Provident Fund contributions during FY
2024-25, it was noted that the EPF portal
does not provide an option to directly remit
the differential amount. As per the guidance
received from the EPFO, the difference is
required to be remitted under the relevant
heads for the respective month, followed by
submission of the challan in the usual manner.
The Company is in the process of completing
this remittance, and the differential amount will
be paid within the current month to regularize
the same.

3. With reference to the observation regarding
dues to Micro, Small and Medium Enterprises
(MSMEs) amounting to ' 7,26,40,633 (including
interest), the delay in payments has primarily
been due to temporary cash flow constraints,
operational delays and differences in invoice
reconciliation. However, the Company has duly
recognized the outstanding amounts to MSME
in its books of accounts, in accordance with
the requirements of the MSMED Act, 2006.
We are actively coordinating with the MSME
vendors to resolve outstanding issues and are
committed to clearing the dues in a phased
manner. The Company remains fully committed
to compliance with all statutory obligations
and is strengthening internal controls to ensure
timely payments to MSMEs in the future.

4. We confirm that all outstanding dues, including
the accumulated interest, were subsequently
cleared towards the end of the period. The
delay in servicing the scheduled instalments
has since been addressed, and the Company
is taking necessary steps to ensure timely
compliance with repayment obligations going
forward.

5. The Board notes the revaluation of Plant &
Machinery carried out during the quarter
ended 31^st March 2025 to ensure that the
assets are reflected at their fair value in the
financial statements. The valuation, based
on an inspection of construction equipment
including concrete mixers, generators, and bar
bending machines located at the warehouse

and stockyard, resulted in an increase of '
3,17,09,228 in the carrying value of assets with
a corresponding impact on Other Equity. This
disclosure is for information purposes only and
does not affect the Company's operational or
financial position.

6. In October 2023, ITC of ' 27,97,434/- pertaining
to the Tamil Nadu GST registration was claimed
under the Odisha GST registration, resulting
in duplication. The error was due to a lapse
in state- wise ITC reconciliation with GSTR-
2B. Corrective adjustments are being made
in subsequent GST returns, and preventive
measures include appointing a dedicated GST
consultant and implementing GSTIN- specific
monthly reconciliations.

DETAILS OF FRAUD

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

There have been no instances of fraud reported by
the Auditors under Section 143(12) of the Act and
Rules framed thereunder either to the Company or
to the Central Government during FY 2024-25.

COST AUDIT

Pursuant to Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and
Audit) Rules, 2014, Your directors, based on the
recommendation of the Audit Committee and on
subsequent approval of the shareholders at their
Annual General Meeting held on 27^th September
2024, has appointed M/s. D A R & Co., Cost
Accountants as the Cost Auditor of the Company
for the Financial Year 2024-25 on a remuneration
of '75,000/- (Rupees Seventy-Five Thousand only)

Further it is noted that the provisions relating to
the appointment of a Cost Auditor under Section
148 of the Companies Act, 2013 read with the
applicable rules are not applicable to the Company
for the Financial Year 2025-26. Accordingly, no
appointment of Cost Auditor is proposed for the
said financial year, and no resolution in this regard
is included in the Notice convening the 77th Annual
General Meeting.

SECRETARIAL AUDITOR, SECRETARIAL AUDIT
REPORT

Pursuant to Section 204 of the Companies Act,
2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M' Vidhya
Sivakumar of M/s. Vidhya & Associates, Company
Secretaries, Chennai to conduct the Secretarial
Audit of the Company for the Financial Year 2024¬
25. The Secretarial Audit Report is enclosed as
Annexure 3.

The Secretarial auditor has issued the audit report
with an Observation. The Observation is as follows:

S There was a delay in the submission of the
Statement on the impact of Audit Qualification
in the prescribed format along with the audited
financial results for the quarter and year ended
31^st March 2024. The Company has subsequently
filed a waiver application and has paid a penalty
of Rs. 1,05,000 (excluding GST). The waiver
application is currently under review by BSE
Limited.

Management reply

The company has always compliant in filing of
Financial Results as per the Regulation 33 of SEBI
(LODR) 2015. Discrepancies in respect to delay
in filing of the statement on the impact of audit
qualification in the prescribed format for the
financial year ended 31^st March 2024 was an un¬
intentional omission due to oversight and clerical
error. Subsequently, the said discrepancy was
corrected by the Company on the intimation by the
BSE.

With respect to the delay in submission of financial
results for the quarter and year ended 31^st
March 2024, the Company has initiated a waiver
application 2^nd June 2024 under Case No. 205405
and also paid the fine of ' 1,0,5000 (excluding GST)
on 11^th April 2025 and currently the waiver petition
is pending for review before BSE Limited.

Management has taken corrective measures to
strengthen internal compliance processes and
ensure timely submissions in the future. We remain
committed to maintain high standards of regulatory
compliance and corporate governance.

As required under SEBI (LODR) Regulations, Your
Company has obtained a certificate from the
Practising Company Secretary that none of the
Directors of the Board of the Company have been
debarred or disqualified from being appointed or
continuing as Directors by MCA/SEBI and other
Statutory Authorities. The said Certificate is forming
part of this Report.

InaccordancewiththeprovisionsofSection204ofthe
Companies Act, 2013 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors, at its
meeting to be held on 13^th August 2025, approved
and recommended the appointment of M/s Nithya
Gokul & Associates, Practicing Company Secretary,
(FCS No.9221, CP No. 10804) as the Secretarial
Auditor of the Company for a term of five years from
2025- 2026 to 2029-2030 subject to the approval
of the shareholders at the ensuing 77^th Annual
General Meeting based on the written consent of
the Secretarial Auditors and confirmation to the
effect that they are eligible and not disqualified to
be appointed as the Auditors of the Company in the
terms of the provisions of the Listing Regulations,
the Companies Act, 2013 and the rules made
thereunder. A detailed proposal for appointment
of Secretarial auditor forms part of the Notice
convening this AGM.

The Secretarial Auditors have also confirmed that
they hold a valid certificate issued by the Peer
Review Board of the ICSI .

INTERNAL AUDIT

Pursuant to Section 138 of the Companies Act, 2013
read with Rule 13 of the Companies (Accounts)
Rules, 2014 and all other applicable provisions
(including any amendment thereto) if any of the
Companies Act, 2013, M/s. B Thiagarajan & Co.,
Chartered Accountants, Chennai were re-appointed
as the Internal Auditors of the Company for the
Financial Year 2025-2026.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis for the
year under review as stipulated under Regulation
34(2) of the SEBI (LODR) Regulations, highlighting
the business details, is attached and forms part of
this report.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34 of the Securities and
Exchange Board of India (LODR) Regulations, a
report on Corporate Governance along with a
Certificate from a Practicing Company Secretary
confirming the compliance with the conditions of
Corporate Governance is attached to this report.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place a prevention of Sexual
Harassment and Grievance Handling Policy in line
with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013.

An Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding
sexual harassment. All employees (permanent,
contractual, temporary and trainees) are covered
under this policy.

During the year ended March 31, 2025:

1. the number of sexual harassment complaints
received - Nil

2. the number of such complaints disposed - Nil

3. the number of cases pending for a period
exceeding ninety days - Nil

STATEMENT ON MATERITY BENEFIT COMPLIANCE

Your Company continues to comply with the
provisions of the Maternity Benefit Act, 1961 and
also confirms that relevant provisions were not
applicable during the year under review.

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

The core business of the Company revolves around
civil construction, which inherently involves low
energy consumption. As such, the provisions
relating to conservation of energy and technology
absorption under Rule 8(3) of the Companies
(Accounts) Rules, 2014 are not applicable to the
Company.

A. Conservation of energy;

> the steps taken or impact on conservation of
energy - Nil

> the steps taken by the company for utilizing
alternate sources of energy - Nil

> the capital investment on energy conservation
equipments - Nil

Nevertheless, the Company remains committed
to sustainable construction practices and has
voluntarily adopted several eco-friendly measures
to minimize environmental impact and promote
resource efficiency, including:

• Installation of energy-efficient LED lighting
across project sites.

• Implementation of waste reuse practices, such
as using filled cement bags and construction
debris for ground stabilization.

• Utilization of broken bricks in non-structural
applications like weathering courses.

• Repurposing scrap steel for drains, covers, and
embedded supports in construction.

• Creative use of granite waste in anti-skid
flooring, parking areas, and landscaping
features.

• Application of Kota stone remnants in seating
and decorative planters to avoid material
wastage.

• Overall efforts to reduce construction
waste, optimize material usage, and limit
environmental emissions.

These initiatives reflect the Company's proactive
approach to environmental responsibility and its
commitment to integrating sustainable practices
into day-to-day operations.

B. Technology absorption:

C. During the year, the Company did not have any
foreign exchange earnings and outgo.

SUBSIDIARIES / ASSOCIATES / JOINT VENTURES

During the year under review, your Company has
no Subsidiary / Associate / Joint Venture.

ANNUAL RETURN

The details forming part of the annual return in
the prescribed Form MGT-7 as per Section 92(3)
of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration)
Rules, 2014 is available at the website of https://
coromandelengg.com/annual-general-meeting .

DEMATERIALISATION OF SHARES

As of March 31, 2025, 99.90% of the Company's
paid-up Equity Share Capital exists in dematerialized
form, with the remaining 0.10% in physical form.

Your Company has updated the relevant forms
in the website of the company regarding the
procedure to convert their physical shares into
dematerialized form.

The Company's Registrar and Share transfer Agent is
KFin Technologies Limited having its office Selenium
Building, Tower B, Plot 31-32, Nanakramguda,
Serilingampally, Hyderabad, Rangareddi-500032.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial
Standards on Meetings of the Board of Directors
(SS-1) & Secretarial Standards on General Meetings
(SS-2).

PARTICULARS OF EMPLOYEES REMUNERATION

The ratio of remuneration of each Director to
the median of employees' remuneration as per
Section 197(12) of the Companies Act, 2013 and
information relating to employees to be disclosed
under Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules,
2014 is annexed to and forms part of this report.

GENERAL

Your directors state that no disclosure or reporting
is required of the following matter as there were
no transactions on these matters during the year
under review:

• Issue of equity shares with differential rights.

• Issue of shares to employees of the Company
under any scheme.

• No instance of fraud reported by the Auditors
under Section 143 (12) of the Act.

• There are no proceedings pending under the
Insolvency and Bankruptcy code, 2016.

• There was no instance of one-time settlement
with any Banks or financial institution.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND THE DATE OF
THE REPORT

Subsequent to the end of the financial year, the
Company has undertaken certain material actions
that will create impact in its capital structure and
financial position:

The Company proposed the issue of 66,72,722
equity shares of face value ' 10/- each at a price
of ' 40.05/- per share (including a premium
of ' 30.05/-), on a preferential basis to certain
identified allottees from both Promoter and Non¬
Promoter groups. The proposal was approved by
the shareholders through postal ballot on March
27, 2025. In-principle approval for the same was
received from BSE Limited on April 23, 2025.
Pursuant to the said approvals, the Company
allotted 16,49,840 equity shares aggregating to

' 6,60,76,092.00 to the respective allottees, and
the listing approval for the same from BSE Limited
was received on July 16, 2025.

During the above-mentioned period, the Company
also approved the sub-division of every 1 (one)
preference share of face value Rs 100/- each into 10
(ten) preference shares of face value ' 10/- each, in
order to facilitate better capital structure flexibility.

Further, the Company reclassified its authorised
share capital from ' 72,00,00,000/- (Rupees
Seventy-Two Crores only), divided into

4.00. 00.000 equity shares of ' 10/- each and

3.20.00. 000 preference shares of ' 10/- each, to
' 72,00,00,000/- divided into 5,20,00,000 equity
shares of ' 10/- each and 2,00,00,000 preference
shares of ' 10/- each. Consequently, Clause V of the
Memorandum of Association of the Company was
amended accordingly.

PAYMENT OF FINE TO STOCK EXCHANGE

During the year under review, the Company
inadvertently missed filing the outcome of the
Board Meeting held on May 24, 2024, along with
the Statement of Impact of Audit Qualification,
as required under the SEBI (LODR) Regulations.
Consequently, the Bombay Stock Exchange
(BSE) raised a query and levied a penalty of
' 1,05,000/- (excluding GST) for the said non¬
disclosure.

In line with the principles of good corporate
governance and to uphold regulatory compliance
standards, the Company has made the payment of
the imposed penalty to the BSE. Simultaneously,
the Company has also filed a waiver application
with the Stock Exchange, which is currently under
consideration.

The Company remains committed to ensuring
strict compliance with all applicable regulatory
requirements and is taking necessary steps to
strengthen its internal compliance mechanisms to
avoid such instances in the future.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

The Company has not received any significant
material orders passed by the regulators or courts
or tribunals impacting on the going concern status
and company's operations in future.

ACKNOWLEDGEMENT

Your directors take this opportunity to thank the
Customers, Banks, the Government of India, the
Government of Tamil Nadu, Stock Exchange and
all the Stakeholders and employees of for their
continued co-operation, support and assistance
extended to the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Place: Chennai G V MANIMARAN

Date: 13^th August, 2025 CHAIRMAN & MANAGING DIRECTOR

DIN:09707546