DIRECTORS' REPORT

The Board of Directors has pleasure to submit the report and audited Financial Statements of the Company for
the year ended 31^st March, 2026.

FINANCIAL RESULTS

1. WORKING OF THE COMPANY

The Company is a Non-Banking Financial Company (NBFC) and primarily engaged in making investments
in equity markets for long term value creation. Accordingly, the financial performance of the Company is
dependent on that of the stock market movements. The majority part of your Company’s portfolio consists
of investments in diversified companies representing various sectors and balance is invested in fixed income
securities. The Company has consistently delivered returns exceeding the benchmark index.

As a key promoter of KSB Limited, which has delivered robust operational working and financial
performance in the previous year in line with its business plan. The Company is expected to do better in
the future in line with the current CAPEX cycle growth.

Other investments have also performed better during the year under review. The management believes
that the Company’s investments will continue to do well in future. The portfolio is being managed under
the active advice of renowned Investment Banks specialised in investment advisory and changes are made
from time to time to seize the long-term opportunities in the market.

2. SHARE CAPITAL

The paid up equity Share Capital of the Company as on 31^st March, 2026 stood at Rs. 1,67,58,400/-
comprising of 16,75,840 equity shares of Rs. 10 each.

3. DIVIDEND

The Board of Directors is pleased to recommend a dividend of Rs. 120/- per share (Rs. 110 per share
previous year) on 16,75,840 Equity shares, subject to the approval of Members at the ensuing Annual
General Meeting. Dividend shall be paid after deduction of tax at sources at the rates prescribed under the
Income Tax Act, 1961 and the rules made there under.

4. HOLDING COMPANY

Paharpur Cooling Towers Limited (PCTL) controls the composition of the Board of Directors of the
Company. Consequently, the Company in terms of Section 2(87)(i) read with explanation (b), thereto of
the Companies Act, 2013 (hereinafter referred to as “the Act”), is a subsidiary of PCTL.

5. CONSOLIDATED FINANCIAL STATEMENTS (CFS)

The consolidated audited financial statements for the financial year under review forms part of the
Annual Report. The said statements reflects the Company’s share in the operations of associate company,
KSB Limited.

6. SUBSIDIARY AND ASSOCIATE COMPANY

The Company holds 21.55% of the equity share capital of KSB Limited; accordingly, it is an Associate
Company in terms of section 2(6) of the Act. A statement containing the salient features of the financial
statements of Associate Company is annexed to the financial statements in Form ‘AOC-1’.

7. DIRECTORS

The Company has the following directors as at 31^st March, 2026

There was no change in the composition of the Board of Directors of the Company. Further, the Independent
Directors were appointed for a term of five years each.

As per regulation 17(1D) of LODR with effect from April 1, 2024, Mr. Varun Swarup and Ms. Devina Swarup,
directors liable to retire by rotation are to be appointed once in every five years by shareholders in a general
meeting.

A. RETIREMENT BY ROTATION:

Mr. Varun Swarup (DIN: 02435858), a director retires by rotation at the ensuing Annual General Meeting.
Mr. Varun Swarup being eligible, he offers himself for re-appointment.

B. CHANGES IN BOARD OF DIRECTORS:

There has been no change in the composition in the Board of Directors as on 31^st March, 2026.

8. KEY MANAGERIAL PERSONNEL

a. Mr. Gaurav Swarup, Chairman and Managing Director;

b. Mr. Arun Kumar Singhania, Chief Financial Officer;

c. Ms. Shilpishree Choudhary, Company Secretary and Compliance Officer

Mr. Gaurav Swarup, Mr. Arun Kumar Singhania and Ms. Shilpishree Choudhary are also KMP’s of the Holding
Company, Paharpur Cooling Towers Limited (PCTL). Therefore, their appointments are covered by Sec 203(3) of
the Act.

In compliance with the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015
[LODR] the following reports forms part of the Annual Report.

9. BOARD AND COMMITTEE MEETINGS(i) NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, the Board of Directors met 5 times (five) times, details of which
are provided in the Corporate Governance Report.

Number of Board Meetings held during the year under review:-

There have not been any instances during the year when recommendations of Audit Committee were not
accepted by the Board.

(ii) BOARD COMMITTEES

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Share transfer and Investment Committee

6. Independent Directors

The details of the composition, number and dates of meetings of the Board and Committees held during the
financial year 2025-26 are provided in the Report on Corporate Governance forming part of this Annual
Report. The number of meetings attended by each Director during the financial year 2025-26 is also provided
in the Report on Corporate Governance. The Independent Directors of the Company held a separate meeting
during the financial year 2025-26, details of which are also provided in the Report on Corporate Governance.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board of Directors,
to the best of their knowledge and belief, confirm that: -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed
and that there are no material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent, so as to give a true and fair view of the state of
affairs of the Company as at the end of the financial year and of the profit of the Company for that
period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively;

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

11. AUDIT COMMITTEE

Members of the Audit Committee:

a. Mr. Probir Roy

b. Mr. Ajay Gaggar

c. Mr. Vishnu Kumar Tulsyan

d. Ms. Devina Swarup

The Audit Committee discharges functions in accordance with the Act and LODR. Details of the said committee
are set out in the Corporate Governance report.

12. A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. Probir Roy, Mr. Vishnu Kumar Tulsyan and Mr. Ajay Gaggar, Independent Directors of the Company
have furnished declarations that they meet the criteria of independence as laid down under section 149(6)
of the Companies Act, 2013 and of LoDR.

The Board of Directors has expressed its opinion on the Independence of the Independent Directors in the
attached corporate governance report under the heading “(viii) Confirmations by Independent Directors
and Board’s opinion”.

13. EVALUATION OF THE BOARD, ITS COMMITTEES AND MEMBERS

As required under the provisions of the Act and the Listing Regulations, the Board has carried out an
annual evaluation of

i. Board’s performance

ii. Committees of the Board

iii. Chairperson of the Board and

iv. Individual Directors.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time line
for the Performance Evaluation process for the Board, its committees and individual Directors, including
the Chairman of the Company. The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India from time to time.

For evaluating the performance of the Board as a whole, feedback was sought from the Directors on various
aspects of the Board’s functioning such as degree of fulfilment of key responsibilities, Board structure and
composition, constitution, delineation of responsibilities among various committees, effectiveness of Board
processes, information and functioning, Board culture and dynamics, quality of relationship between the
Board and the management.

Similarly, feedback was sought from the Directors on the performance of the individual Directors covering
various aspects such as attendance at and contribution to the Board/Committee Meetings and guidance/
support to the management outside Board/Committee Meetings. In addition, the chairman was also
evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active
participation by all Board members and promoting effective relationships and open communication,
communicating effectively with all stakeholders and motivating and providing guidance to the Executive
Director.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key
responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and
quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors who also reviewed the performance of the Board as a whole. The Nomination
and Remuneration Committee also reviewed the performance of the Board, its Committees and of the
individual Directors.

14. POLICY ON DIRECTORS’ APPOINTMENT, REMUNERATION AND CRITERIA OF
INDEPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends appointment of director to the Board. With
regard to remuneration, except for Mr. Gaurav Swarup, all the Directors are Non-Executive Directors. The
Company has put in place a policy for Appointment, Remuneration and Evaluation of Directors and KMP.

Non-executive Directors are paid sitting fee as well as commission based on the net profits of the Company.
The members have approved payment of commission within the limit prescribed under the Companies
Act, 2013.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has
approved the continuation of the payment of profit related commission to Non-Executive Directors,
including Independent Directors, every year, may be determined as decided by the Board from time to
time.

15. ANNUAL GENERAL MEETING

Ministry of Corporate Affairs (“MCA”) and SEBI have permitted the holding of Annual General Meeting
through VC or OAVM without the physical presence of Members at a common venue. In compliance with
the MCA and SEBI Circulars the 110^th Annual General Meeting is being held through VC/OAVM. The
Company has appointed MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited),

RTA to provide this facility. Details are given in the Notice of the 110^th Annual General Meeting. Members
are requested to read the instructions in the Notice.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return MGT 7 as on
March 31, 2026, is available on the Company’s website www.industrialprudential.com. The draft MGT 7
will be replaced by the final form MGT 7 on the Company’s website after conclusion of the 110^th AGM and
after uploading of the same on the MCA website.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company’s principal business is dealing in investments and securities and is registered as a Non
Banking Financial Company (NBFC) with the Reserve Bank of India. In accordance with section 186 of
Companies Act, 2013 details are not required to be disclosed. However, the details of the investments are
provided in the Note No. 08 of the Financial Statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no material related party transaction during the year under review with the Promoters,
Directors, Key Managerial Personnel (KMP) or their relatives. Therefore, no details are required to be
disclosed in the Form AOC 2. The details of transactions with related parties as per Ind AS 24 are provided
in the accompanying financial statements.

19. MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and financial commitments have occurred between the end of the financial year of the
Company to which the Balance Sheet relates and the date of this Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS

Being an investment Company and not engaged in any industrial or manufacturing activities, the Company
has no particulars to report regarding conservation of energy or technology absorption. During the year
under review, the Company did not have any foreign exchange expenditure and foreign exchange earnings.

21. RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies
Act, 2013 and Regulation 17(9) of the SEBI Listing Regulations. It establishes various levels of risks with its
varying levels of probability, the likely impact on the business and its mitigation measures.

The Internal Auditor evaluates the execution of Risk Management policy and practices across the Company,
in the areas of risk identification, assessment, monitoring, mitigation and reporting and reports to Audit
Committee and Board of Directors about risk assessment and management procedures and status from
time to time.

22. CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

23. DEPOSITS

The Company had no deposits at the beginning of the Financial Year. The Company not accepted any

public deposits under the provisions of the Companies Act, 2013 (Act’). The Company does not have any
outstanding deposits at the end of the Financial Year.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS

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

25. INTERNAL FINANCIAL CONTROL

The Company maintains appropriate systems of internal controls, including monitoring procedures, to
ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition.
Company policies, guidelines and procedures provide for adequate checks and balances and are meant to
ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added
objectives include evaluating the reliability of financial and operational information and ensuring
compliance with applicable laws and regulations. The Internal Auditor submit their Report periodically
which are placed before and reviewed by the Audit Committee.

26. DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES

No disclosure is required to be made pursuant to Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. Further, Non-Executive Directors are paid commission related to
profits and sitting fees for attending Board and Committee meeting/s. The Managing Director is not paid
remuneration (except sitting fees).

The Company has no employees covered under Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

27. UNCLAIMED SECURITIES

Members are requested to note that in accordance with Regulation 39(4) read with Schedule VI of LODR,
the Company has transferred the unclaimed equity shares to a separate account titled “Industrial Prudential
Unclaimed Securities Suspense Account”.

Present outstanding is 38,302 (Previous FY: 38,302 shares)

28. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with Sections 124 and 125 of the Companies Act, 2013 (“the Act”) and the Rules made
thereunder an amount of Rs. 14,26,700/- pertaining to the financial year 2017-18, was transferred during
the year to the Investor Education & Protection Fund (IEPF) established by the Central Government.

29. TRANSFER OF SHARES UNDERLYING UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
& PROTECTION FUND (IEPF)

Till this year under review the Company has transferred pursuant to Section 124 of the Act, and Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 3140
shares on which dividend had not been paid or claimed for seven consecutive years or more to an IEPF
Account established by the Central Government. Further, the shares which were required to be transferred
by 31.03.2026 remains untransferred due to administrative and technical difficulties. The same will be

transferred during the current year.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

30. REPORTING FRAUD UNDER SECTION 143(12) OF THE ACT

During the year under review, no frauds were reported by the auditors to the Audit Committee or the
Board under Section 143(12) of the Act, read with Rule 13 of the Companies (Audit and Auditors) Rules,
2014.

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

The Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace and
an Internal Complaints Committee has been set up to redress complaints. During the year under review,
no complaint was received during the financial year under review.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide avenues to the stakeholders to bring to the
attention of the management, the concerns about behavior of employees that raise concerns including
fraud by using the mechanism provided under the Whistle Blower Policy. The details of the said policy are
included in the report on Corporate Governance.

33. DISCLOSURE OF POLICIES & CODES OF THE COMPANY

The Company has adopted the following policies which are available on the website of the Company.

34. STATUTORY AUDITORS

In accordance with Section 139 (1) and (2) of the Act, M/s S Jaykishan as the Statutory Auditors were
appointed for term of five years, to audit the accounts for the Financial Years 2022-23 to 2026-27 at the
Annual General Meeting held on 05.08.2022.

In accordance with provision of Section 139 of the Act, the Board of Directors has received consent and

certificates of eligibility and compliance of criteria under Section 141 of the Act from M/s. S Jaykishan,
Chartered Accountants

35. STATUTORY AUDITORS’ REPORT

The Statutory Auditors’ Report and notes to the Financial Statements are self explanatory and therefore do
not call for any further explanation/comments.

There are no qualifications, reservations or adverse remarks in the auditors’ report.

36. SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your Company has appointed Mr. Mayur Mehta, Practicing Company
Secretary, to undertake the Secretarial Audit of the Company for a period of 5 years at the Annual general
Meeting (AGM) held on 29.08.2025. The Report of the Secretarial Audit Report is annexed herewith.

37. CORPORATE GOVERNANCE REPORT

The Annual Report contains a separate section on the Company’s Corporate Governance practices, together
with a certificate from the Company’s auditor confirmation compliance as per SEBI Listing Regulations.

38. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to
the Company.

39. ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the regulation 24A of the LODR Annual Secretarial Compliance Report given by Mayur
Mehta, Practicing Company Secretary is annexed to this Annual Report. The Company does not have any
subsidiary. The same has been filed with the BSE Ltd within prescribed time.

40. COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year, the Company has complied with applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, i.e. SS-1 and SS-2 relating to 'Meetings of the Board of Directors'
and 'General Meetings', respectively.

41. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company’s CSR initiatives aims to ensure maximum benefit to the community in Health, education
and sports. In view of long term commitments, the Company’s spend on CSR activities has been more
than the limits prescribed under Companies Act, 2013.

As per recent amendments in the CSR rules, the Company had a CSR obligation of Rs. 11,414/- available
for financial year 2025-26. Out of this, donation was processed to Responsible Charity Society for total
CSR donation/ outlay of Rs. 28,000/- (Rupees Twenty eight thousand only) which improved the structured
classroom environment and benefited children attending tuition support. This also allowed education
support for disadvantaged children ensuring access, continuity, and quality of education for children
belonging to economically or socially weaker sections who otherwise face barriers to learning.

The Annual Report on Corporate Social Responsibility in accordance with Section 135 of the Act read

with the Rules is attached separately to this Annual Report. CSR policy is available on the website of the
Company www.industrialprudential.com.

42. NON-DISQUALIFICATION OF DIRECTORS

A certificate in this regard has been given by the Secretaial Auditor and it forms part of the annual report.
There is no qualification.

ACKNOWLEDGEMENTS:

We thank our members, customers and bankers for their continued support during the year. Our consistent
growth was made possible by their hard work, solidarity, co-operation and support.

We thank various Ministries of Government of India and Governments of various countries where we have
our operations.

On behalf of the Board of Directors

Gaurav Swarup

Chairman & Managing Director
(DIN: 00374298)

Date: 22.05.2026
Place: Kolkata

Registered Office: Paharpur House,

8/1/B Diamond Harbour Road
Kolkata 700027