Elevate Campuses Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Directors have pleasure in presenting the 21^st Report of the Board of Directors of the Company
together with the Audited Financial Statements for the financial year ended March 31,2026.

FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS

STATE OF COMPANY’S AFFAIRS
Financial and Operating Performance:

During the financial year under review, the Company has on a Standalone basis generated revenue from
operations of 1NR 1,253.88 million (Indian Rupees One Thousand Two Hundred and Fifty-Three
decimal Zero Eighty-Eight Million Only) as compared to a revenue of INR 1,569.03 million (Indian
Rupees One Thousand Five Hundred and Sixty-Nine decimal Three Million only) in the previous
financial year. The total comprehensive income on a standalone basis was INR 890.08 million (Indian
Rupees Eight Hundred Ninety Decimal Zero Eight Million Only) for the financial year ended March
31,2026, as compared to INR 483.66 million (Indian Rupees Four Hundred Eighty-Three decimal zero
Sixty-Six Million Only) in the previous financial year.

On a consolidated basis, the revenue from operations stood at INR 5,686.33 million (Indian Rupees
Five Thousand Six Hundred Eighty-Six decimal zero Thirty-Three Million Only) as compared to INR
3,698.11 million (Indian Rupees Three Thousand Six Hundred Ninety-Eight Decimal Eleven Million
Only) in the previous financial year. The consolidated profit after tax stood at INR 1,737.59 million for
the financial year ended March 3 1, 2026, as compared to INR 497.38 million in the previous financial
year.

On a consolidated basis, the Company recorded a total comprehensive income of INR 2,341.09 million
(Indian Rupees Two Thousand Three Hundred Forty-One decimal zero Nine Million Only) for the
financial year ended March 31,2026, as compared to INR 497.30 million (Indian Rupees Four Hundred
Ninety-Seven decimal zero Thirty Million Only) in the previous financial year.

SUBSEQUENT EVENTS

During the year, the Company was awarded a contract for development of student hostel by Indian
Institute of Technology Madras (“11T Madras” or the “Authority”) on Public Private Partnership model
vide Letter of Award dated September 18, 2025. Pursuant to the same, Good Host Spaces (Chennai)
Private Limited (‘GHS Chennai’), a wholly owned subsidiary of the Company, has entered into a
Concession Agreement dated November 3, 2025 with the Authority for development of student hostel
facilities. The project is to be developed within the construction period specified in the agreement,
followed by a concession period of 30 years. As per the agreement terms, GHS Chennai has the right
and obligation to design, finance, construct, lease, operate and maintain the hostel facilities during the
concession term.

The Company has also entered into a Lease Deed and Hostel Accommodation and Services Agreement
(together referred to as the "Agreements") dated March 23, 2026 with International Institute of
Information Technology, Bangalore (T1ITB’ or the ‘University’) to lease the academic block and
provide student accommodation services to students of the University for a period of 4 years and 3
months, commencing from April 01,2026.

Subsequent to the year end, the geopolitical situation in parts of the Middle East continues to evolve.
Public communications from government and regulatory authorities have continued to emphasize the
resilience of the economy and the continuation of business operations across key sectors, supported by
established business continuity and risk management frameworks. The management has assessed the
potential impact of these developments on the operations, and financial position and performance of the
Company and its Subsidiaries (“Group”). Basis assessment, management believes that the Group''s core
businesses remain resilient and operational, with key revenue streams continuing under normal course
of business while maintaining a strong liquidity position and taking into consideration supply chain and
monitoring of cash flows. However, as the situation is continuously evolving, management will
continue to monitor the situation closely. Further, the management has also considered the impact of
these events on the Group’s ability to continue as a going concern and has concluded that the going
concern basis of preparation remains appropriate.

SHARE CAPITAL

During the financial year under review the following changes were made in Share Capital of the
Company:

Authorized Share Capital

a. Pursuant to the resolution passed by the shareholders of the Company on July 29, 2025, the
Authorised Share capital of the Company was increased from INR 10,00,00,000/- (Indian Rupees
Ten Crores only) divided into 10,00,00,000 (Ten Crore) Equity Shares of INR 1/- (Indian Rupee
One only) each to INR 20,00,00,000/- (Indian Rupees Twenty Crores Only) divided into

10,00,00,000 (Ten crore) Equity Shares of INR 1/- (Indian Rupee One only) each and 10,00,00,000
(Ten crore) Compulsorily Convertible Preference Shares of INR 1/- (Indian Rupee One only) each.

b. Pursuant to the resolution passed by the shareholders of the Company on February 06, 2026, the
Authorised Share capital was further increased from INR 20,00,00,000/- (Indian Rupees Twenty
Crores Only) divided into 10,00,00,000 (Ten crore) Equity Shares of INR 1/- (Indian Rupee One
only) each and 10,00,00,000 (Ten crore) Compulsorily Convertible Preference Shares of INR 1/-
(Indian Rupee One only) each to INR 30,00,00,000/- (Indian Rupees Thirty Crores Only) divided
into 20,00,00,000 (Twenty crore) Equity Shares of INR 1/- (Indian Rupee One only) each and

10,00,00,000 (Ten crore) Compulsorily Convertible Preference Shares of INR 1/- (Indian Rupee
One only) each.

Accordingly, the Authorized Share Capital of the Company as at March 31, 2026 stood at INR

30,00,00,000/- (Indian Rupees Thirty Crores Only) divided into 20,00,00,000 (Twenty crore) Equity
Shares of INR I/- (Indian Rupee One only) each and 10,00,00,000 (Ten crore) Compulsorily
Convertible Preference Shares of INR 1/- (Indian Rupee One only) each.

The Company has not issued sweat equity shares or bought back any shares during the financial year
under review.

Issued, Subscribed and Paid-up Share Capital

During the year under review, the shareholders of the Company vide Special resolution passed on
September 18, 2025 approved the issuance of 6,63,13,116 Class A Compulsorily Convertible
Preference Shares (“Class A CCPS”) as Bonus Shares and subsequently the Board of Directors vide
Board Resolution dated September 19, 2025 approved the allotment of 6,63,13,116 Class A CCPS to
the existing equity shareholders of the Company in the ratio of 1:3 i.e. three Bonus Class A CCPS for
every one equity share held as on the cut-off date i.e. September 19, 2025, thereby increasing the issued
subscribed and paid up capital of the Company from INR 2,21,04,372/- (Indian Rupees Two Crore
Twenty One Lakh Four Thousand Three Hundred and Seventy Two only) divided into 2,21,04,372
(Two Crore Twenty One Lakh Four Thousand Three Hundred and Seventy Two) equity shares of INR
1/- (Indian Rupee One only) each to INR 8,84,1 7,488/- (Indian Rupees Eight Crore Eighty Four Lakh
Seventeen Thousand Four Hundred and Eighty Eight only) divided into 2,21,04,372 (Two Crore
Twenty One Lakh Four Thousand Three Hundred and Seventy Two) equity shares of INR 1/- each and
6,63,13,116 (Six Crore Sixty Three Lakh Thirteen Thousand One Hundred and Sixteen) Compulsorily
Convertible Preference Shares of INR 1/- (Indian Rupee One only) each.

Accordingly, the Issued, Subscribed and Paid-up Capital as on March 31, 2026 was INR 8,84,17,488/-
(Indian Rupees Eight Crore Eighty-Four Lakh Seventeen Thousand Four Hundred and Eighty-Eight
only) divided into 2,21,04,372 (Two Crore Twenty-One Lakh Four Thousand Three Hundred and
Seventy-Two) equity shares of INR 1/- each and 6,63,13,116 (Six Crore Sixty-Three Lakh Thirteen
Thousand One Hundred and Sixteen) Compulsorily Convertible Preference Shares of INR 1/- (Indian
Rupee One only) each.

Employee Stock Options

During the year under review, pursuant to the special resolution passed by the shareholders of the
Company on September 26, 2025, the Company has approved “Elevate Campuses Limited Employee
Stock Option Scheme 2025” (“ESOP Scheme”). The ESOP Scheme has been prepared in line with the
Companies Act, 2013 and rules made thereunder read with Securities Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations”) as
amended from time to time. In accordance with the terms of the aforesaid scheme, options may be
granted to employees of the Company which gives them rights to receive equity shares of the Company
having face value of INR 1/- (Indian rupee One only) each on vesting.

During the year under review, no grants have been made to the employees of the Company under the
ESOP Scheme. The disclosure required under Section 62 of the Companies Act, 2013 read with Rule
12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is provided below:

After the year end, the Nomination and Remuneration Committee at its meeting held on May 20, 2026,
has granted 21,50,000 (Twenty-One Lakh Fifty Thousand) employee stock options to the eligible
employees at an exercise price of INR 252/- (Indian Rupees Two Hundred and Fifty-Two only) per
Option under the ESOP Scheme.

INITIAL PUBLIC OFFERING (“IPO”)

During the year, the Board of Directors and Shareholders of the Company vide their respective
resolutions passed on September 26, 2025 approved the Initial Public Offer (IPO) by the Company of
its equity shares of face value of INR 1/- each for cash, at a par or premium, aggregating to INR 25,500
million. Thereafter, the Draft Red Herring Prospectus (“DRHP”) was filed with the Securities and
Exchange Board of India (“SEBI”) and BSE Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”) on September 28, 2025. The Company received in-principle approvals from BSE and
NSE for the listing of its Equity Shares pursuant to their respective letters dated December 19, 2025.
The Company is now in the process of filing the Updated Draft Red Herring Prospectus with SEBI.

The Company has also entered into Share Purchase Agreements dated September 24, 2025 for
acquisition of Infraschool Services Chintamani Private Limited, Infraschool Services Kadiri Private
Limited, Infraschool Services Korba Private Limited, Infraschool Services Tumkur Private Limited,
Purelearn Eduinfra Kanakapura Private Limited, Purelearn Eduinfra Ramanagara SH Private Limited,
Purelearn Eduinfra Bangalore Private Limited, CUIB Eduinfra Bangalore Private Limited, Infraschool
Services Gurgaon Private Limited, Purelearn Eduinfra Bowenpally Private Limited, Purelearn Eduinfra
Hyderabad Private Limited, Purelearn Eduinfra Chennai Private Limited, Purelearn Eduinfra Hisar
Private Limited, St. Michael''s Educational Services Private Limited. The consideration towards the said
acquisition shall be discharged in cash, out of proceeds of the IPO.

The DRHP filed by the Company is available on the website of the Company at

Ivtti3s://www.elev atecampuses.com/iirv estors.

DIVIDEND

With a view to conserve the resources of the Company for future growth and expansion, your Directors
do not recommend any Dividend for the financial year ended March 3 1,2026.

The provision with respect to disclosure under Section 43(a)(ii) of the Companies Act, 2013 is not
applicable to the Company during the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to Reserves during the year under review.

DEPOSITS

The Company has not accepted any deposits from public or its employees and, as such no amount
on account of principal or interest on deposit were outstanding as of the Balance Sheet date.

There are no deposits which are not in compliance with the requirements of the Companies Act, 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, no amount / shares were required to be transferred by the Company to the Investor
Education and Protection Fund.

CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of business during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY

No material changes and commitments have occurred between the end of the financial year and the date
of this report which shall affect the financial position of the Company.

CONVERSION FROM PRIVATE TO PUBLIC AND CHANGE IN NAME OF THE COMPANY

During the year under review, the Company converted from a Private Limited Company to a Public
Limited Company pursuant to the special resolution passed by the shareholders on July 31, 2025 and
consequently, the name of the Company was changed from “Good Host Spaces Private Limited” to
“Good Host Spaces Limited”, pursuant to a fresh Certificate of Incorporation consequent upon
conversion to Public Company dated August 20, 2025, issued by the Registrar of Companies.

Further, pursuant to the special resolution passed by the shareholders of the Company on August 29,
2025, the name of the Company was subsequently changed from “Good Host Spaces Limited” to
“Elevate Campuses Limited”, and a fresh Certificate of Incorporation was issued by the Registrar of
Companies on September 08, 2025.

HOLDING COMPANY, SUBSIDIARIES. ASSOCIATES, JOINT VENTURES

Genius Bidco Holdings Pte. Ltd., incorporated under the laws of the Republic of Singapore is the
Holding Company of the Company. The promoter of Genius Bidco is Genius Assetco Holdings Pte.
Ltd. which is ultimately owned and controlled by funds of Hillhouse Investment.

Wholly Owned Subsidiary Companies

As on March 3 1,2026, the Company had the following wholly owned subsidiary companies:

*During the year, Good Host Spaces (North) Private Limited ("GHS North”), Good Host Spaces
(Dehradun) Private Limited (“GHS Dehradim”) and Data Ram Sons Private Limited ("Data Ram
Sons''), had filed a Scheme of amalgamation before the Central Government under Section 233 of the
Companies Act, 2013, read with Rule 25 of the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016, for the amalgamation, transfer, and vesting of the entire business and the
whole of the undertaking of GHS North and GHS Dehradun to Data Ram Sons on a going concern
basis. The Scheme has been approved by the Regional Director (NR) vide Order dated April 27, 2026
and the Scheme has become ejfective upon filing of the said order with the Registrar on May 21, 2026.
Consequently, GHS North and GHS Dehradun have ceased to exist and Data Ram Sons has become a
direct Wholly Owmed Subsidiary of the Company w. e.f December 17, 2025.

# Wholly Owned Subsidiary of the Company w. e.f. September 23, 2025.

Post completion of the financial year and upto the date of this report, the Company has incorporated
one wholly owned subsidiary namely Elevate Infraschool 1 Private Limited on April 24, 2026.

Subsidiary Company

As on March 31, 2026, the Company had one Subsidiary Company, Elevate Hostel Management
Services Private Limited (formerly known as Good Host Spaces Management Services Private
Limited). Through its subsidiary, the Company has acquired ScholarZ, a hostel management business,
pursuant to business transfer agreement dated February 28, 2025, and amendment agreement dated
April 10, 2025. ScholarZ provides services related to the administration and management of the student
accommodation facilities, including dining, laundry and facilities management services.

Step Down Subsidiaries

As on March 31,2026, the Company had the following Step-Down Subsidiaries:

#w. e. f. September 23, 2025

Further the Company does not have any Associate Company or Joint Venture as on the date of this
report.

The consolidated financial statements of the Company are prepared in accordance with the applicable
provisions of the Act and the Ind AS. The audited consolidated financial statements together with the
Auditors Report thereon forms part of the Annual Report.

In accordance with the provision of Section 129 of the Act, a statement containing the performance and
financial position/salient features of the financial statements of the subsidiaries in Form AOC-1 is
annexed as Annexure - 1 to this Report.

Pursuant to Section 136 of the Act, the financial statements of Company and its subsidiaries are
available for inspection by the members of the Company at the registered office of the Company. A
copy of the audited accounts will be placed on the website ^: ¦ .

of the Company and shall be made available to the members upon request. The members can place a
request by sending an e-mail at coiimam. secreiii.''A a dc-. aiecamonses-corn upto the date of the 21^s1
Annual General Meeting.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT

The Company has granted loans, given guarantees and made investments in compliance with the
applicable provisions of the Companies Act, 2013 and rules made thereunder. Brief particulars of loans,
investments and guarantees are provided in Note No. 6 and 7 of the Standalone Financial Statement.

CORPORATE SOCIAL RESPONSIBILITY fCSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the
Company falls within the ambit of Section 135(1) and hence Corporate Social Responsibility provisions
are applicable to the Company. As per the calculations provided under the said Section, read with the
rules framed thereunder, and Schedule Vll of the Companies Act, 2013, the Company has spent an
amount of INR 10 million (Indian Rupees Ten Million only) towards Corporate Social Responsibility
for the FY 2025-26.

The details pertaining to CSR activities carried out by the Company as per the format specified under
the Act is annexed as Annexure - 2 to this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties during the year under review were on arm’s length
basis and in the ordinary course of business. Approval of the Audit Committee and the Board of
Directors were obtained for all related party transactions, wherever applicable. There were no related
party transactions that were not at arm’s length basis and material during the year. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2
is not applicable to the Company for FY 2025-26 and hence, does not form part of this report.

The Policy on Related Party Transactions can be accessed at v. v\ w.e lev aiecam puses,com/RP f Policy.pdf
The necessary disclosures regarding the related party transactions are provided in Note No. 38 of the
Financial Statements forming part of the Annual Report.

None of the Directors and Key Managerial Personnel have any pecuniary relationship or transactions
with the Company other than those disclosed in the financial statements.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has implemented adequate internal financial controls with reference to financial
statements, commensurate with the nature of its business, the size and complexity of its operations. The
Company has procedures for ensuring the orderly and efficient conduct of the business, 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 disclosures. The Board is of the
opinion that its internal financial controls with reference to its financial statements are adequate and are
operating effectively during the financial year.

The Company has adopted a Risk Management Policy for identifying, evaluating, monitoring and
mitigating risks that may affect its business and operations. The risk management framework is
commensurate with the size, nature and complexity of the Company''s operations. In the opinion of the
Board, there are no risks which threaten the existence of the Company.

DIRECTORS''¹ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, with respect to the
Directors’ Responsibility Statement, the Board of Directors of your Company confirm that:

a) in the preparation of the annual accounts, 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 at the end of the financial year and of the profit of the Company for
the year;

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; and

e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

ANNUAL RETURN

Pursuant to the provisions of Section 92 and 134 of the Act, the Annual Return of the Company as at
March 31, 2026 has been placed on the website of the Company at

https://vvww.elevatecampuses.com/investors

HUMAN RESOURCES

As on March 31,2026, the permanent employees on the rolls of the Company were 42. The Company’s
employees have always been one of the key stakeholders. We are committed to hiring and retaining the
best talent. We focus on promoting a collaborative, transparent and participative organization culture,
and rewarding merit and sustained high performance.

PARTICULARS OF EMPLOYEES

In terms of Section 136 of the Act and the rules made thereunder, the Report and Financial Statements
are being sent to the shareholders excluding information on details of employee remuneration as
required under provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining copy
of the aforesaid information, may send an email to the Company Secretary and Compliance Officer at
companysecrelnrv T/''-dov nkcanipuses.com.

Your Company has adopted the Nomination and Remuneration Policy which serves as a guiding charter
to appoint qualified persons as directors on the Board of the Company, key managerial personnel of the
Company, and in senior management positions in the Company (including personnel of the Company
who are members of its core management team excluding Directors, comprising all members of
management one level below the executive Directors, including the functional heads), to recommend
the remuneration to be paid to them and to evaluate their performance.

The said Policy can be accessed on the website of the Company at

vvwvv.elevatecatnpuses.cPinNominationandReimmeralionPoliev.pdf

VIGIL MECHANISM POLICY

The Company has in place a Vigil Mechanism Policy which enables Directors and Employees of the
Company to report instances of illegal or unethical conduct, actual or suspected fraud, actions affecting
the operational and financial integrity of the Company, and actual or suspected instances of leak of
unpublished price sensitive information that may adversely impact the Company’s operations, business
performance and/or reputation, fhe Policy provides direct access to the Chairperson of the Audit
Committee.

The said Policy can be accessed on the website of the Company at

uww.elevatecampiises.com/WhistleBknverVigilMcchanismPolicv.pdf

DETAILS OF BOARD OF DIRECTORS. ITS COMMITTEES AND KEY MANAGERIAL
PERSONNEL

As on date, following are the Directors and Key Managerial Personnel (“KMP”) of the Company:

Ms. Jenny Shah was appointed as Company Secretary and Compliance Officer w.e.f May 6, 2026.
During the year following changes took place in the composition of the Board of Directors:
Resignation:

1. Mr. Nimesh Grover (DIN: 05120954) resigned as the Director and Chief Executive Officer of the
Company with effect from April 24, 2025.

2. Mr. ArpitNahata(DIN: 10394969) and Mr. Sagar Jagdish Punjabi (DIN: 10396563) resigned as the
Nominee Directors of the Company with effect from September 25, 2025.

Appointment:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
of the Company:

1. Appointed Mr. Mukesh Tiwari (DIN: 06599112) as an Additional Director (Non-Executive) of the
Company with effect from August 22, 2025.

2. Appointed Mr. Joseph Raymond Gagnon (DIN: 08442273) as an Additional Director (Non¬
Executive) of the Company with effect from August 25, 2025.

3. Appointed Mr. Vinod Rao (DIN: 11291901) as an Additional, Whole-time Director of the Company
September 10, 2025.

The above appointments were approved by the members of the Company in the Annual General
Meeting held on September 17, 2025.

4. Approved continuation of appointment of Mr. Anami Narayan Prema Roy (DIN: 013611 10) as
Independent Director of the Company with effect from September 10, 2025 which was further
approved by the shareholders in the Annual General Meeting held on September 17, 2025.

5. Appointed Mr. Anami Narayan Prema Roy (DIN: 01361110) as Chairperson of the Company with
effect from September 17, 2025.

6. Approved change in designation of Mr. Siddhartha Gupta (DIN: 05146690) from Nominee Director
to Director with effect from September 17, 2025.

7. Appointed Mrs. Raslimi Satish Joshi as an Additional Non-Executive Independent Director of the
Company on September 25, 2025 for a period of five consecutive years from September 25, 2025
upto September 24, 2030. The said appointment was approved by the shareholders of the Company
in the Extraordinary General meeting held on the same day.

Retirement by Rotation:

In accordance with the provision of Section 152 of the Act read with the Companies (Management and
Administration) Rules, 2014, Mr. Mukesh Tiwari (DIN: 06599112), retires by rotation at the ensuing
Annual General Meeting and being eligible has offered himself for re-appointment.

A detailed profile along with the disclosures required under the Secretarial Standard-2 on General
Meetings issued by the Institute of Company Secretaries of India is provided in the explanatory
statement to the Notice convening the AGM of the Company.

During the year following changes took place in thy Key Managerial Personnel of the Company:
Appointment:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
of the Company:

1. Appointed Mr. Vinod Rao as the Chief Financial Officer of the Company with effect from June 25,
2025. He was further appointed as Whole-time Director of the Company for a period of five years
with effect from September 10, 2025 to hold office upto September 09, 2030.

2. Appointed Mr. Narasimha Jayakumar Raghavan as the Chief Executive Officer of the Company
with effect from October 29, 2025.

3. Appointed Mrs. Nishthi Haresh Dharmani as the Company Secretary & Compliance Officer of the
Company with effect from September 01,2025.

Subsequent to the closure of the financial year, the following changes took place in the Key
Managerial Personnel of the Company:

1. Mrs. Nishthi Dharmani resigned as the Company Secretary and Compliance Officer of the
Company with effect from closing hours on April 9, 2026.

2. Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors of the Company appointed Ms. Jenny Shah, as the Company Secretary & Compliance
Officer of the Company with effect from May 6, 2026.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors of the Company was held on March 31, 2026 in
accordance with the provisions of the Companies Act, 2013, 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 the 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 was necessary for the Board to effectively and reasonably perform their
duties.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the independent directors of the Company have
submitted declarations that each of them meets the criteria of independence as provided in Section
149(6) of the Act along with Rules framed thereunder and Regulation 16(l)(b) of SEBI Listing
Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence.

The Independent Directors have confirmed that their names have been included in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs (“IICA”) in terms of
Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014 and also that they are exempted from passing the online proficiency self-assessment test of
IICA.

In view of the Board of Directors, the Independent Directors possess the requisite expertise and
experience and are persons of high integrity and repute. They fulfil the conditions specified in Act as
well as the Rules made thereunder and are independent of the management.

MEETINGS OF BOARD

During the year under review 28 (Twenty-Eight) meetings of the Board of Directors of the Company
were held as per the dates mentioned below:

The gap between two consecutive meetings did not exceed 120 days, as prescribed under the Companies
Act, 2013 and rules made thereunder.

BOARD COMMITTEES

The Board has constituted committees to focus on specific areas and make informed decisions within
the authority delegated to each of the Committees. The Company had following Committees as on
March 31, 2026:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Investment Committee

• IPO Committee

During the year these Committees have met several times as and when required.

All the recommendations of the Audit Committee have been accepted by the Board of Directors of the
Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

AUDITORSSTATUTORY AUDITORS

The Company in its 19^th Annual General Meeting (AGM) held on September 30, 2024 appointed
M/s. S R B C & Co. LLP, Chartered Accountants, Firm Registration Number - 324982E/E300003 as
Statutory Auditors of the Company pursuant to Section 139 of the Companies Act 2013 and the rules
framed there under for a term of 3 years commencing from the conclusion of the 19^th Annual General
Meeting held on September 30, 2024 to hold office up to the conclusion of the Annual General Meeting
to be held for the Financial year 2026-27. M/s. S R B C & Co. LLP Chartered Accountants continue to
be the statutory auditors of the Company.

The Statutory Auditors’ Report does not contain any qualification, reservation or adverse remark and
is self-explanatory and therefore do not require any further explanation or comments from the Board
under Section 134(3)(f) of the Act.

REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, the Auditors have not reported any fraud as specified under the
provisions of Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors)
Rules, 2014 of the Act.

SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act 2013 and the rules made there under, M/s. Jawadwala &
Co., Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company to
conduct the Secretarial Audit for the financial year 2025-26. The report issued by the Secretarial
Auditors is annexed as Annexure 3 to this report.

The Secretarial Auditor has raised the following remark in his report:

"It was noted that the Company had forfeited 409565 shares during the year 2024-25pursuant to which
the number of shareholders in the Company had fallen below the threshold limit of minimum two
members during the period from April 1, 2024 to July 28, 2025 and hence the Company was non¬
compliant of the provisions of Section 3(l)(b) read with Sections 3A and 10 of the Companies Act, 2013
which mandate a minimum of two members for a private company. However, the Company has
subsequently filed an application under section 454 of the Companies Act, 2013 (hereinafter called as
the act) for adjudicat ion of penalty for not having minimum st ipulated tw’o members in case of private
limited company during the period from April l, 2024 to July 28, 2025 under section 10 read with 3A
of the Companies Act, 2013 and the application is under process. "

The Board has noted the above observation of the Secretarial Auditor. The Company had ceased to have
the minimum prescribed number of members pursuant to forfeiture of shares during FY 2024-25. The
Company has since rectified the non-compliance by restoring the minimum member requirement and
has filed an application under Section 454 of the Companies Act, 2013 for adjudication of the matter
with the Registrar of Companies. The application is under process. The Board is committed to
maintaining compliance with all applicable statutory requirements.

Based on the recommendation of the Audit Committee, the Board of Directors has, subject to the
approval of the Members at the ensuing Annual General Meeting, approved the re-appointment of M/s.
M. Jawadwala & Co., Practicing Company Secretaries, as the Secretarial Auditors of the Company for
a term of five (5) consecutive years, commencing from the financial year 2026-27 to FY 2030-3 1. The
said appointment is being placed before the Members for approval at the ensuing Annual General
Meeting of the Company.

COST AUDITORS

The Company does not fall under the requirement of Section 148 of the Act and accordingly it was not
required to appoint Cost Auditor or maintain Cost Accounts.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr.
Karan Shah, Head — Internal Audit, as the Internal Auditor of the Company to carry out the internal
audit for the financial year 2025-2026 and onwards.

The recommendations of the Internal Auditor were placed before the Audit Committee.

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

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules 2014 required information relating to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given as hereunder:

A. Conservation of Energy:

i. Steps taken or impact on conservation of energy:

The Company recognises the importance of energy efficiency and has undertaken various initiatives
across its properties to promote efficient utilization and conservation of energy. The key measures
undertaken by the Company include:

• Installation and utilisation of heat pump units at its properties.

• Upgradation of lighting systems to sensor-based LED lighting, including replacement of
conventional lighting with sensor-based LED tube lights and false lights.

• Conducting regular electricity consumption audits across properties.

• Use of centralised chiller systems across properties.

• Operation of sewage treatment plants across properties, contributing to efficient resource
utilization and reduction in operational costs.

• Use of aerators for water conservation.

• Use of e-rickshaws for transportation within the properties during onboarding / on requirement
basis.

These initiatives are aimed at improving energy efficiency, reducing energy consumption and
supporting the Company''s broader environmental sustainability objectives.

ii. Steps taken by the Company for utilising alternate sources of energy:

The Company has undertaken renewable energy initiatives, including the installation and utilisation of
solar panels at its properties.

iii. Capital investment on energy conservation equipment:

During the year, the Company made investments towards energy conservation initiatives, including the
installation of heat pumps and sensor-based LED lighting systems. However, the capital investment
amount attributable exclusively to energy conservation measures undertaken is not quantifiable.

B. Technology absorption:

i. Efforts made towards technology absorption:

The Company continues to leverage technology and digital solutions to enhance operational efficiency
and improve the student experience. The key initiatives undertaken by the Company include:

• The Company is developing a mobile application which will be integral to the student journey,
enabling onboarding, service requests, and community engagement, as part of its efforts to build an
integrated student services ecosystem.

• The Company''s current mobile application supports real-time dashboards and tracking daily service
requests from students.

• The Company has incorporated smart infrastructure across its student accommodations including
sensor-based LED lighting and heat pumps for energy efficiency, and CCTV surveillance systems
and biometric access for security.

• The Company has created a digital ecosystem for students through digital applications for booking
amenities, receiving real-time updates, and promoting peer collaboration.

• The Company''s community engagement platforms offer in-app event calendars and student
feedback channels to enhance the student resident experience.

ii. Benefits derived as a result of the above efforts:

The technology initiatives undertaken by the Company have inter alia, contributed to:

• Enhanced student experience through streamlined, convenient and efficient digital service del ivery.

• Improved operational efficiency and scalability through real-time tracking and monitoring of
student service requests.

• Strengthened security and energy efficiency across properties through smart infrastructure.

• Greater student engagement and community building through digital and social networking
platforms.

• Reduction in operational costs by using green technology.

iii. Information regarding technology imported during the last three years:

Not applicable. The Company has not imported any technology during the last three financial years.

iv. Expenditure incurred on Research and Development:

During the year, the Company made investments towards energy conservation initiatives, including the

installation of heat pumps and sensor-based LED lighting systems. However, the capital investment

amount attributable exclusively to energy conservation measures undertaken is not quantifiable.

C. Foreign Exchange Earnings and Outgo

Total foreign exchange earnings and outgo for the financial year is as follows:

SIGNIFICANT AND MATERIAL ORDERS PASSED

No significant and material orders were passed by the courts or regulators or tribunals impacting the
going concern status and the Company’s operations.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy
Code, 2016.

PREVENTION OF SEXUAL HARASSMENT

The Company provides equal opportunity and has zero tolerance in any form or manner towards the
sexual harassment of women at work place. In accordance with the Sexual Harassment of Women at
Work Place (Prevention, Prohibition and Redressal) Act, 2013 (“the POSH Act”), the Company has
formulated a policy on prevention, prohibition and redressal of sexual harassment of women at work
place. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy.
The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the POSH Act.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the
FY 2025-26, pursuant to the POSH Act and Rules framed thereunder:

a) Number of complaint(s) of Sexual Harassment received during FY 2025-26: Nil

b) Number of complaint(s) disposed of during FY 2025-26: Nil

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

i. During the year under review, there were no settlements made by the Company for any
loan/borrowing taken from the Banks or Financial Institutions and hence we have no comment
with regard to the details of difference between amount of the valuation done at the time of one¬
time settlement and the valuation done while taking loan from the Banks or Financial Institutions
along with the reasons thereof;

ii. There was no revision in Financial Statements and Board’s Report of the Company during the
financial year under review;

iii. Pursuant to the requirements of the Companies (Accounts) Second Amendment Rules, 2025,
effective from July 14, 2025, the Board of Directors hereby states that the Company has duly
complied with the provisions of the Maternity Benefit Act, 1961, and the rules framed thereunder.

iv. The provisions of Section 67(3) of the Companies Act, 2013 are not applicable to the Company
during the financial year under review.

v. During the financial year under review, the Whole-time Director of the Company did not receive
any remuneration or commission from the holding company or any subsidiary company. Hence,
no disclosure is required under Section 197( 14) of the Companies Act, 2013.

vi. The Company being a foreign owned or controlled company has complied with the provisions of
the Foreign Exchange Management Act, 1999 (“FEMA”) read with the Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 (“ND1 Rules”) for the downstream investment
made in other Indian entities.

vii. The provisions of Section 134(3 )(p) read with Section 178(2) and Schedule IV of the Companies
Act, 2013, relating to the annual evaluation of the performance of the Board, its Committees and
individual Directors are not applicable to the Company during the financial year under review.

ACKNOWLEDGEMENT

Your Directors would like to convey their sincere appreciation to all stakeholders for their continued
support.