Telge Projects Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

The Board is pleased to submits the report of the business and
operations of your Company (“Telge Projects” or “the company”)
along with the audited Standalone and Consolidated financial
statements for the financial year ended March 31, 2026. The
consolidated performance of the Company and its subsidiaries
have been referred to wherever required.

Financial Summary and State of Affairs

There have been no material changes or commitments subsequent
to the close of the financial year ending March 31, 2026 and up to
the date of this report that could materially affect the financial
position of the Company.

Furthermore, there has been no material change in the nature of
the Company’s business operations during this period.

The Board, having reviewed the Company''s internal financial
control framework along with the reports and assessments
presented by management, the Audit Committee, and the
statutory auditor is satisfied that the controls in place remained
robust and operated effectively during the financial year 2025-26.
These controls provided reasonable assurance regarding the
orderly conduct of business operations, the reliability of financial
reporting, the safeguarding of assets, and compliance with
applicable laws and regulations, thereby supporting the overall
integrity of the Company''s financial governance processes.

Your Company remains focused on strengthening its operational
capabilities and enhancing its responsiveness to changing
business environments and customer expectations. The
continuous improvement initiatives are embedded within our
business strategy, with emphasis on optimizing processes, driving
operational excellence, and adopting advanced technologies to
support sustainable growth. By fostering a culture of innovation
and adaptability, the Company aims to improve its ability to
anticipate market developments, capitalize on new opportunities,
and deliver greater value to stakeholders. The management
remains confident that these strategic efforts will reinforce the
Company''s resilience and support its long-term growth objectives.

Performance Highlights:

Standalone:

The Company’s standalone revenue from operations for the
financial year 2025-26 stood at ?2057.46 lakhs, representing a
substantial increase from ?1688.31 lakhs reported in the previous
financial year. This robust growth underscores the effectiveness of

The net profit for the year under review was ?242.64 lakhs, as
compares to the prior year’s net profit of ?345.72 lakhs.

Consolidated:

On a consolidated basis, the Company’s revenue from operations
for the fiscal year 2025-26 was ?4021.03 lakhs, marking a notable
increase compared to the previous year’s figures. The consolidated
profit after tax for the year was ?627.42 lakhs, from ?541.73 lakhs in
the prior year.

Share Capital

Authorized and Paid-Up Share Capital

The Authorised Share Capital of the Company as on March 31, 2026
is ?10,00,00,000/- (Rupees Ten Crores only) divided into

1.00. 00.000 (One Crore only) equity shares of ?10/- (Rupees Ten
only) each.

The Paid-up Share Capital of the Company as on March 31, 2026 is
?9,79,01,480/- (Rupees Nine Crore Seventy-Nine Lakh One Thousand
Four Hundred and Eighty only) divided into 97,90,148 (Ninety-Seven
Lakh Ninety Thousand One Hundred and Forty-Eight only) equity
shares of ? 10/- (Rupees Ten only) each.

Issue of Bonus Equity Shares

During the year under review, the Board has allotted 61,67,784 (Sixty
One Lakh Sixty Seven Thousand Seven Hundred Eighty-Four) equity
shares having face value of ?10/- (Rupees Ten only) each as bonus
equity shares, in the ratio of Six (6) equity share having face value of
?10/- (Rupees Ten only) each for every One (1) existing equity share
having face value of ?10/- (Rupees Ten only) each in the meeting
held on June 26, 2025. The issue of Bonus Shares has been
approved by the shareholders of the Company in the Extra -
ordinary General Meeting dated June 26, 2025.

Public Issue - Initial Public Offer (“IPO")

During the year under review, the Company successfully completed
its Initial Public Offering (IPO) by issuing ?25,94,400 (Twenty-Five
Lakhs Ninety-Four Thousand Four Hundred only) equity shares of
face value of ?10/- (Rupees Ten only) each at a price of ?105/-
(Rupees One Hundred and Five only) each, which includes a
premium of ?95/- (Rupees Ninety-Five only) per equity share by way
of listing its securities on SME platform of Bombay Stock Exchange
(‘BSE’) on October 3, 2025. The Directors placed on record their
appreciation of contributions made by the entire IPO team with all
the dedication, diligence and commitment which led to successful
listing of the Company’s equity shares on the BSE SME platform.
Further, the success of the IPO reflects the trust and faith reposed
in the Company by the investors, customers and business partners
and the Directors thank them for their confidence in the Company.
The trading symbol of the Company is ‘TELGE’. Listing fees and the
custodian charges to depositories, for the FY 2025-26 have been
paid to BSE, NSDL and CDSL respectively.

The Authorised Share Capital of the company as on March 31, 2026

is ?10,00,00,000/- (Rupees Ten Crores only) divided into

1.00. 00.000 (One Crore only) equity shares of ?10/- (Rupees Ten
only) each.

The Paid-up Share Capital of the company as on March 31, 2026 is

?9,79,01,480/- (Rupees Nine Crore Seventy-Nine Lakhs One
Thousand and Four-Eighty only) divided into 97,90,148 (Ninety-
Seven Lakhs Ninety Thousand One Hundred and Forty-Eight only)
equity shares of ? 10/- (Rupees Ten only) each.

Amount of Unpaid/Unclaimed dividend transfer to unpaid dividend
account of the Company:

In order to conserve the resources for long run working capital
requirement and expansion of business, your Board of Directors has
not recommended any dividend for the financial year ended March
31, 2026.

Details of Lock - In of Shares

In accordance with the provisions of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (SEBI ICDR Regulations, 2018), the shares held by

our Promoter, who held shares prior to the Company’s Initial
Public Offering (IPO), were subject to and held under a mandatory
lock-in period as prescribed by SEBI regulations. This lock-in
period was implemented to promote market stability, ensure
investor confidence, and prevent undue volatility in the
immediate post-listing phase.

The lock-in obligations are designed to promote long-term
shareholder commitment and stability in the Company’s
ownership structure. The specific duration of the lock-in periods,
as mandated by SEBI regulations, is maintained in the Company’s
records and disclosed to the stock exchanges in accordance with
statutory requirements.

Details of utilisation of proceeds from Initial Public Offer (IPO):

The Company got Listing Approval from BSE for Initial Public Offer
of its Equity Shares of face value of ?10/- (Rupees Ten Only) each
on October 1, 2025. The Company has issued 25,94,400 (Twenty
Five Lakh Ninety Four Thousand Four Hundred Only) Equity Shares
of ?10/- (Rupees Ten Only) each at a premium of ?95/- (Rupees
Ninety Five Only) each by way of Initial Public Offer (“IPO”) and got
listed on BSE SME Platform of Bombay Stock Exchange of India
Limited on October 3, 2025. Accordingly, these Audited Financial
Result for the year ended March 31, 2026 are drawn in accordance
with the Regulations 33 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015, as amended. The
details of utilisation of IPO proceeds as on March 31, 2026 are
attached in Annexure G.

Employee Stock Option Plan

The Board of Directors of the Company at its Board meeting held
on February 9, 2026 considered and approved the “Telge Projects
Limited - Employee Stock Option Plan 2026’ (hereinafter referred
to as ‘TPL-ESOP 2026’) and proposed the same for shareholders
approval. The Shareholders of the Company, by way of postal
ballot approved the said scheme on March 21, 2026 for extension
and grant of Employee Stock Option (‘ESOPs’) to such persons
who are eligible employees of the Company or of group and
associate company, as designated by the Company, and as
determined by the Nomination and Remuneration Committee. The
Company has received In-principal approval from the BSE Limited
vide their letter dated April 22, 2026 for issue and allotment in one
or more tranches up to 1,00,000 (One Lakh) ESOPs. These options
shall vest according to the plan and can be exercised under the
terms and conditions specified in the plan, in pursuance with
applicable laws and regulations.

The plan seeks to drive long-term performance, retain key talent
and to provide an opportunity for the employees to participate in
the growth of the Company. The Plan has been formulated in
accordance with the provisions of the Companies Act, 2013 and
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (‘SBEB Regulations’). The Nomination and
Remuneration Committee (‘NRC’) administers the Plan and
functions as the Compensation Committee for the purposes of
SBEB Regulations. The statutory disclosures as mandated under
the Act and SBEB Regulation have been hosted on the website of
the Company at https://telgeprojects.com/ and same will be
available for electronic inspection by the shareholders during the
AGM of the Company. During the year under review, no ESOPs
were granted by the Company to eligible employees.

Corporate Governance

Your company is firmly committed to upholding highest standards
of corporate governance conducting its affairs in a manner that
consistently serves the best interests of all stakeholders. It strives
to maintain robust internal control systems and transparency in
its operations, thereby facilitating informed stakeholder
engagement.

Pursuant to provisions of Regulation 15 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
SME Listed Companies are exempt from the provisions of
Corporate Governance.

The Company being the SME (BSE) Listed Company, the provisions
pertaining to Corporate Governance are not applicable to the
Company. Accordingly, the separate report on the Corporate
Governance does not form part of Annual Report.
Notwithstanding this exemption, the Company has, in the spirit of
transparency and in the best interests of its shareholders,

voluntarily incorporated pertinent corporate governance
disclosures within this report.

Deposits

The Company did not accept any deposit within the meaning of
Sections 73 and 74 of The Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 and accordingly no
amount on account of principal or interest on public deposits was
outstanding as on March 31, 2026;

However, the Company has filed Form DPT-3 in respect of certain
amounts classified as ‘not deposits’, in compliance with Rule 16 of
the Companies (Acceptance of Deposits) Rules, 2014.

Credit Rating

During the year under review, the Company has not obtained any
credit rating from any Credit Rating Agencies.

Subsidiaries, Joint Ventures and Associate Companies:

As on March 31, 2026, the company has following subsidiary
companies:

Except above the Company does not have any other Subsidiaries,
Associates and Joint Ventures. The Consolidated Financial
Statements of the Company include the financial statements of the
aforesaid subsidiaries of the Company for the financial year 2025¬
26. The Financial Statements of subsidiaries are also placed on the
website of the Company at https://telgeprojects.com/consolidated-
financials/.

Any Member desirous of obtaining a copy of the said Financial
Statements may send an e-mail to the Company Secretary at
[email protected] for the same.

Pursuant to first proviso to Section 129(3) of the Act, and Rule 5 of
Companies (Accounts) Rules, 2014, the Report on the performance
and financial position of subsidiaries in Form AOC-1 is annexed to
this Report as Annexure A.

Transfer to Investor Education & Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no amount required to be transferred to the
Investor Education & Protection Fund.

Directors’ Responsibility Statement

Pursuant to section 134(3)(c) of the Companies Act, 2013, it is
confirmed that the directors have:

a. in the preparation of the annual accounts for the year ended
March 31, 2026, followed the applicable accounting standards and
there are no material departures from the same;

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

Directors and Key Managerial Personnel

• Board of Directors:

The Board of Directors of the Company comprises of Five (5)
Directors as on financial year ended March 31, 2026, who have
wide and varied experience in different disciplines and fields of
corporate functioning. The Board of the Company consists of a
combination of Executive and Non-Executive Directors and
comprises of Five (5) Directors; One Women Managing Director
cum CEO, Two Non-Executive including One Women Director and
Two Non-Executive Independent Directors. They show active
participation at the board and committee meetings, which
enhances the transparency and adds value to their decision
making.

The Board of Directors of your Company comprised of the
following Directors, as on March 31, 2026:

During the year, the Company’s Board underwent the following
changes:

- based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors has appointed
Mr. Avinash Sachdev (DIN: 07896671) as an Additional Director
(Non-Executive Independent) of the Company w.e.f. April 29, 2025.
Further the appointment of Mr. Avinash Sachdev was duly
regularised at the Annual General Meeting of the Company held on
June 20, 2025.

Further, the Board evaluated the integrity, expertise, experience,
and proficiency of Mr. Avinash Suresh Sachdev, Independent
Director appointed during the year and is of the opinion that he
possesses the requisite qualifications, bring valuable experience
and domain knowledge and uphold the highest standards of
integrity.

- Mr. Vishal Telge (DIN: 06770397) was reappointed as Director of
the Company liable to retire by rotation at the Annual General
Meeting held on June 20, 2025.

- Mrs. Shraddha Shailesh Telge, Chief Executive Officer of the
company was appointed as the Managing Director on June 25,
2025.

- Ms. Rutuja Ujalambkar has resigned from the office of Chief
Financial Officer with effect from May 1, 2025 and Mr. Vinayak
Sahebrao Mane has been appointed as Chief Financial Officer
(CFO) with effect from May 12, 2025

The Board placed on record its sincere appreciation to the
outgoing CFO viz, Ms. Rutuja Ujalambkar for her guidance and
invaluable contributions made.

In accordance with the provisions of Section 152 of the Companies
Act, 2013 read with the Companies (Management and
Administration) Rules, 2014 and Articles of Association of the
Company, Mrs. Priti Vishal Telge (DIN: 10590892), Director of the
Company retires by rotation at the ensuing Annual General
Meeting (“AGM”) and being eligible, has offered herself for re¬
appointment and your Board recommends her reappointment.

Brief details as required under Secretarial Standard-2 and
Regulation 36 of SEBI Listing Regulations, are provided in the
Notice of AGM. In the opinion of the Board, all directors including
the directors appointed / re-appointed during the year possess

requisite qualifications, experience and expertise and hold high
standards of integrity.

• Key Managerial Personnel

The following are the Key Managerial Personnel of the Company
pursuant to Section 2(51) and 203 of the Companies Act, 2013 as on
March 31, 2026:

Declaration from Independent Directors:

All Independent Directors have submitted requisite declarations
confirming that they (i) continue to meet the criteria of
independence as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) and 25 of the SEBI Listing Regulations and are
independent of the management; and (ii) continue to comply with
the Code of Conduct laid down under Schedule IV of the Act. The
Directors have further confirmed that they are not debarred from
holding the office of director under any SEBI order or under the
order of any such authority.

The Board has taken on record the declarations and confirmations
submitted by the Independent Directors after undertaking due
assessment of the veracity of the same. The Independent Directors
of the Company have registered themselves with the data bank
maintained by Indian Institute of Corporate Affairs.

Meetings of Board of Directors:

In accordance with the provisions of the Companies Act, 2013, and
the rules made thereunder, as well as in compliance with Secretarial
Standard I (relating to meetings of the Board of Directors) issued by
the Institute of Company Secretaries of India, the Company
convened and held eleven (11) Board Meetings during the year as
below:

The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013.

The details of attendance of the Board members at the Board
Meetings during FY 2025-26 and at the last Annual General Meeting
held on June 20, 2025 are as under:

The meetings were scheduled with adequate notice to all directors
and the proceedings were conducted in accordance with the
statutory requirements, ensuring that all decisions taken were
properly documented and aligned with the best practices of
corporate governance.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its
own performance, board committees and individual directors
pursuant to the provisions of the Companies Act, 2013. The
performance evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee of the Company.

The assessment of Independent Directors was conducted
collectively by the entire Board to ensure a comprehensive and
unbiased evaluation. The performance evaluation of the
Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors of the
Company after seeking input from both the executive and non¬
executive directors on the basis of the criteria such as the board
composition and structure, effectiveness of board process,
information and functioning etc.

The Board’s overall performance was adequate and aligned with
the parameters set out in the evaluation framework in its pro¬
growth strategy. The members also noted that the Committee
functioned effectively and independently in accordance with the
requirements of the Companies Act, 2013. Further, the individual
directors discharged their respective responsibilities and duties as
prescribed under Companies Act, 2013 and SEBI Regulations,
while also contributing valuable knowledge, experience, and
expertise to leverage opportunities and address the adverse
challenges faced by the Company during the year.

Board Committees and number of meetings of the
Board and Board Committees

Board Committees are an integral part of the Company''s
governance framework, enabling focused oversight of specific
functions and the prompt disposal of matters requiring detailed
attention. Each Committee is constituted with the express
sanction of the Board and operates within a clearly delineated
mandate covering responsibilities that, as a matter of sound
governance, are best discharged by designated Directors. While
the Committees execute these delegated functions, the Board
retains overall supervision and remains accountable for their
conduct. The proceedings of every Committee meeting are placed
before the Board for its review. As on March 31, 2026, the
following Committees were in operation:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders'' Relationship Committee

These committees are established in accordance with the
applicable provisions of the Companies Act, 2013, the Rules
thereunder, and the Listing Regulations, ensuring adherence to
best practices and statutory requirements.

A. Audit Committee

The Audit Committee functions as a key conduit between the
Management, the Statutory Auditors, and the Board, providing
effective oversight of the Company''s financial reporting structure.
Its core purpose is to safeguard the accuracy, dependability, and
integrity of the accounting, auditing, and financial disclosure
functions, alongside reviewing the outcomes of internal audits and
tracking the implementation of remedial measures.

During the financial year 2025-26, the Audit Committee met four
(4) times, namely on April 23, 2025, June 27, 2025, November 8,
2025, and February 9, 2026. In accordance with Section 177 of the
Companies Act, 2013, the composition of the Audit Committee
and the attendance of its members during FY 2025-26 are set out
below:

Each member of the Audit Committee possesses the requisite
knowledge and exposure in accounting and financial management.
The Company Secretary serves as the Secretary to the Committee.
Minutes of every Audit Committee meeting are tabled at the
subsequent meeting of the Board. The Chairman of the Committee
attended the last Annual General Meeting held on June 20, 2025, to
address the queries raised by shareholders.

The Audit Committee shall continue to operate as a committee of
the Board until otherwise determined by the Board, in exercise of its
powers under Part C of Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended, and
the Companies Act, 2013, together with such other powers and
responsibilities as the Board of Directors may assign from time to
time.

B. Nomination and Remuneration Committee

During the financial year 2025-26, the Nomination and
Remuneration Committee met two (2) times, namely on April 23,
2025, and February 9, 2026. In accordance with Section 178 of the
Companies Act, 2013, the composition of the Nomination and
Remuneration Committee and the attendance of its members during
FY 2025-26 are set out below:

The Company Secretary acts as the Secretary to the NRC. The
minutes of each NRC meeting are placed in the next meeting of the
Board.

C. Stakeholders Relationship Committee

During the financial year 2025-26, the Stakeholders'' Relationship
Committee met one (1) time, namely on February 9, 2026. In
accordance with Section 178(5) of the Companies Act, 2013, the
composition of the Stakeholders'' Relationship Committee and the
attendance of its members during FY 2025-26 are set out below:

The Company Secretary acts as the Secretary to the Committee. The
minutes of each Committee meeting are placed in the next meeting
of the Board. The Chairman of the Stakeholders Relationship
Committee attended the last Annual General Meeting held on June
20, 2025 to answer the shareholders’ queries.

Details of Investor Complaints:

During the financial year 2025-26, no Investor complaint was
received from members. Therefore, there are no pending
complaints at the end of the year.

Board Diversity:

A diverse Board enables efficient functioning through differences
in perspective and skill, and also fosters differentiated thought
processes at the back of varied industrial and management
expertise, gender, knowledge and geographical background. The
company follows diverse Board structure.

Meeting of Independent Directors

Pursuant to the requirements prescribed under Schedule IV of the
Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a
separate meeting of the Independent Directors was held on March
17, 2026.

The Independent Directors at the meeting, inter-alia, reviewed
performance of Non-Independent Directors and Board as a whole,
performance of the Chairman of the Company, taking into account
the views of Executive and Non-Executive Directors and assessed
the quality, quantity and timeliness of flow of information
between the Company Management and the Board.

Management Discussion & Analysis Report

Pursuant to Regulation 34(2) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements),
Regulations, 2015, a Management Discussion and Analysis Report
is attached to the Annual Report.

Material changes and commitments affecting the
financial position of the Company

There are no material changes and commitments, affecting the
financial position of your Company which has occurred between
the end of the financial year of the Company i.e., March 31, 2026
and the date of Directors’ Report.

Related Party Transaction

All transactions with related parties are placed before the Audit
Committee for its prior approval. An omnibus approval from Audit
Committee is obtained for the related party transactions which
are repetitive in nature. All transactions with related parties
entered into during the year under review were at arm’s length
basis and in the ordinary course of business and in accordance
with the provisions of the Act and the rules made thereunder, the
SEBI Listing Regulations and the Company’s Policy on Related
Party Transactions.

As required under the Companies Act 2013, the prescribed Form
AOC-2 is provided as Annexure B to the Board’s Report.

The Policy on Related Party Transactions is available on the
Company’s website and can be assessed using the link:
https://telgeprojects.com/wp-content/uploads/2025/05/RPT-
Policy.pdf

Internal Financial Control Systems and Their
Adequacy:

The Company has an adequate and effective internal control
system commensurate with the size, scale, and complexity of its
operations. The Internal Audit function, operating independently,
periodically reviews the adequacy and effectiveness of internal
controls, risk management processes, and compliance
mechanisms, and reports its observations to the Audit Committee.

The Board has laid down appropriate policies and procedures to
ensure orderly and efficient conduct of business, safeguarding of
assets, prevention and detection of frauds and errors, accuracy of
accounting records, and timely preparation of reliable financial
information.

The Company has established adequate internal financial controls,
which are operating effectively. These controls are periodically
reviewed to ensure alignment with the Company''s business
requirements, regulatory expectations, and industry best practices.
During the year no reportable material weakness in the design or
operation were observed.

Accounting Treatment

The Accounting Treatment is in line with the applicable Indian
Accounting Standards (IND-AS) recommended by the Institute of
Chartered Accountants of India and prescribed by the Central
Government, as may be amended from time to time.

Compliance with the Maternity Benefit Act, 1961

The Company is steadfast in its commitment to cultivating a safe,
inclusive, and empowering workplace for all employees. During the
year under review, it has ensured full compliance with the
provisions of the Maternity Benefit Act, 1961. All eligible women
employees have been accorded the benefits prescribed under the
Act, including paid maternity leave, nursing breaks, and other
statutory entitlements.

The Company continues to proactively align its policies with
evolving legal requirements, while reinforcing its dedication to
supporting the health, well-being, and professional continuity of its
women employees.

Vigil Mechanism / Whistle-Blower Policy for Directors and
Employees

Section 177(9) of the Companies Act, 2013 mandates every listed
company to constitute a vigil mechanism. Similarly, Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, laid down to establish a mechanism called the “Whistleblower
Policy” for directors and employees to report concerns of unethical
behaviour, actual or suspected, fraud or violation of the Company’s
Code of Conduct.

The Company has formulated a comprehensive Whistle-blower
Policy in place with a view to enable the stakeholders, including
Directors, individual employees to freely communicate their
concerns about illegal or unethical practices and to report genuine
concerns to the Audit Committee of the Company. The mechanism
provides adequate safeguards against victimisation of Directors or
employees who avail of the mechanism.

The Vigil Mechanism has been placed on the website of the
Company at https://telgeprojects.com/policies/

Below is report under vigil mechanism during the financial year
2025-26:

Significant and Material Orders Passed by the Regulators or Courts
or Tribunals Impacting the going concern status of the company:

We are pleased to inform that Telge Projects Limited has not been
subject to any significant or material orders from regulators, courts,
or tribunals during the reporting period that could adversely affect
the company''s ongoing operations or its ability to continue as a
going concern.

Our proactive approach to regulatory adherence and operational
integrity has contributed to a stable legal environment, allowing us
to focus on strategic growth and value creation for our stakeholders.
We remain vigilant in monitoring any developments that may impact
our business and are committed to addressing any issues promptly
to safeguard the long-term sustainability of the company.

Weblink for Annual Return

Pursuant to the amendments to Section 134(3)(a) and Section
92(3) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return (Form MGT-7)
for the financial year ended March 31, 2026, will be made available
on the Company’s website.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section
134(3)(m) of the Act read with Rule 8 of The Companies (Accounts)
Rules, 2014, as amended is provided as Annexure - C of this
Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report pursuant to
Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the Company
for the financial year ended on March 31, 2026.

Secretarial Standards

Telge Projects Limited is dedicated to upholding the highest
standards of corporate governance and compliance. In alignment
with this commitment, the Company has adhered to all applicable
Secretarial Standards issued by The Institute of Company
Secretaries of India (ICSI) and approved by the Central
Government pursuant to Section 118(10) of the Companies Act,
2013, for the financial year 2025-2026

During the year under review, the Company has devised proper
systems and processes for complying with the requirements of
applicable provisions of Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems
were adequate and operating effectively.

Remuneration Policy

The Company has, on the recommendation of the Nomination &
Remuneration Committee, framed and adopted a Nomination and
Remuneration Policy in terms of the Section 178 of the Companies
Act, 2013. The policy, inter alia, lays down the principles relating
to appointment, cessation, remuneration and evaluation of
directors, key managerial personnel and senior management
personnel of the Company. The Nomination & Remuneration
Policy of the Company is available on the website of the Company.

Non-Executive Directors’ Compensation and
Disclosures

None of the Independent/Non-Executive Directors have any
pecuniary relationship or transactions with the Company which in
the Judgement of the Board may affect the independence of the
Director.

Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act,
2013, read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, relating to
percentage increase in remuneration, ratio of remuneration of
each Director and Key Managerial Personnel (KMP) to the median
of employees’ remuneration are provided in Annexure - E of this
report.

The statement containing particulars of employees, as required
under Section 197 of the Companies Act, 2013 read with the rules
made thereunder, as amended from time to time, are not
applicable to the Company as none of the employees has received
remuneration above the limits specified in the rule 5(2) & (3) of the
Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 during the financial year 2025-26.

Auditors

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act,
2013 read along with rules made thereunder, as amended from time
to time, M/s. R. M. Rajapurkar & Co, Chartered Accountants, bearing
Firm Registration No. 108335W, were appointed as a Statutory
Auditors of the Company at the Annual General Meeting held on
September 30, 2024 to hold office till the conclusion of the Annual
General Meeting (AGM) of the Company to be held in the year 2029.

In accordance with the provisions of the Companies Act, 2013, the
appointment of Statutory Auditors is not required to be ratified at
every AGM. The Statutory Auditors have confirmed that they are not
disqualified to continue as Statutory Auditors and are eligible to
hold office as Statutory Auditors of the Company.

Statutory Auditors have expressed their unmodified opinion on the
Standalone and Consolidated Financial Statements and their
reports do not contain any qualifications, reservations, adverse
remarks, or disclaimers.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013, read with the rules made thereunder, as amended from time to
time, the Board has appointed M/s. KPN & Associates, Practicing
Company Secretaries, to undertake the Secretarial Audit of the
Company for FY 2025-26. The Secretarial Audit Report for the year
under review is provided as Annexure- F of this report.

Further, pursuant to the provisions under Companies Act, 2013, M/s.
KPN & Associates, Company Secretaries in Practice, (Peer Review
Number: 4544/2023), were appointed as the Secretarial Auditors of
the Company at the Board Meeting held on November 8, 2025 to
hold office until the conclusion of Ensuing Annual General Meeting
of the Company. The re-appointment is subject to continued
eligibility and approval at the Board Meeting for the subsequent
term. M/s. KPN & Associates have confirmed that they are not
disqualified to be appointed as a Secretarial Auditors and are
eligible to hold office as Secretarial Auditors of the Company.

Auditors’ Report

There are no disqualifications, reservations, adverse remarks or
disclaimers in the auditor’s report and secretarial auditor’s report.
The Auditors have not reported any frauds under sub-section (12) of
section 143 of the Companies Act, 2013.

Cost Auditor

The Company is not required to maintain cost records or appoint
Cost Auditors, as it does not fall within the scope of Section 148 of
the Companies Act, 2013, read with the Companies (Cost Records
and Audit) Rules, 2014. Consequently, no cost audit was conducted
for the financial year under review.

Risk Management Policy

The Company has a structured Risk Management Framework
designed to identify, assess, and mitigate risks appropriately. The
Board oversees the implementation and monitoring of the risk
management plan for the Company. The Audit Committee has
oversight in the area of financial risks and controls. The major risks
identified by the businesses are systematically addressed through
mitigation actions on a continual basis.

Listing of Equity Shares

Your Company’s shares were listed with BSE Limited (BSE SME
platform) on October 3, 2026. Your Company has paid the requisite
Listing Fees for FY 2025-26.

Sexual Harassment of Women at Workplace

The Company upholds an unequivocal zero-tolerance stance against
sexual harassment and is deeply committed to fostering a

workplace environment rooted in dignity, respect, and inclusivity.
It has instituted robust mechanisms and safeguards to prevent,
prohibit, and address any instances of misconduct.

In strict adherence to the applicable legal framework, an Internal
Complaints Committee (ICC) has been duly constituted to redress
grievances pertaining to workplace harassment. During the
financial year 2025-26, no complaints were reported to or received
by the ICC. Consequently, there were no cases pending either at
the commencement or at the close of the reporting period.

Details of sexual harassment complaints received and disposed of
during the financial year

Corporate Social Responsibility

During the financial year under review, the provisions of Section
135 of the Companies Act, 2013, read with the rules made
thereunder, relating to Corporate Social Responsibility (CSR), were
not applicable to the Company, as it did not meet the applicability
thresholds prescribed under Section 135(1) of the Companies Act,
2013.

Accordingly, the Company was not required to constitute a
Corporate Social Responsibility Committee, formulate a CSR
Policy, or undertake CSR expenditure during the financial year
under review. Notwithstanding the above, the Company remains
committed to conducting its business in a responsible, ethical,
and sustainable manner. The Board continues to encourage
initiatives that promote environmental sustainability, social well¬
being, and good governance practices, commensurate with the
nature and scale of the Company''s operations.

Disclosure Relating to Loans and Advances to Firms / Companies
in which Directors are Interested

During the year under review, your Company did not provide any
loans / advances, to any Firms / Companies in which Directors are
interested.

Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the
Financial Year

There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during FY
2025-26.

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

During FY 2025-26, your Company has not opted for any one-time
settlement, hence disclosure under this clause is not applicable
for the Company.

General Disclosure

During the year, there were no transactions requiring disclosure or
reporting in respect of matters relating to:

a) issue of equity shares with differential rights as to dividend,
voting or otherwise;

b) raising of funds through preferential allotment or qualified
institutions placement;

c) instance of one-time settlement with any bank or financial
institution.

Details of non- compliance by the Company, penalty, strictures
imposed on the Company by the stock exchange, or Securities and
Exchange Board of India or any statutory authority on any matter
during the financial year

During the year, the company was levied a fine of ?34,220/- (plus
applicable GST) by BSE Limited for the delay of one day in filing the
Prior Intimation of Board Meeting and for the delayed submission of
Statement of Investor grievances in PDF mode. The Company has
duly paid the said penalty and has further strengthened its internal
compliance processes and review processes to ensure adherence to
the prescribed regulatory timelines.

Acknowledgements

Your directors take this opportunity to acknowledge all stakeholders
of the Company viz. members, customers, suppliers, bankers,
business partners/ associates, financial institutions and various
regulatory authorities for their consistent support/ encouragement
to the Company.

The Directors also extend their sincere gratitude to every member
of the Telge Projects for their unwavering dedication, hard work, and
commitment across all levels. Their collective efforts, resilience, and
passion have been instrumental in driving the Company’s sustained
growth, operational excellence, and long-term success.

For and on behalf of the Board of Directors
Telge Projects Limited

SD/-

Shraddha Shailesh Telge
Managing Director and Chairman
DIN: 08052730

Date: August 07, 2026
Place: Pune