Directors Report of Popular Foundations Ltd.

Mar 31, 2025

Your Directors’ have great pleasure in presenting the Twenty Seventh Annual Report of the
Company together with the Audited Balance Sheet as at March 31, 2025.

REVIEW OF BUSINESS OPERATIONS:

The operational performance for the period April 01, 2024 to March 31, 2025 was covered in
this report. The Report of the Directors, therefore, covers the same period. During the year
under review, the performance of the Company was encouraging.

Financial Summary of the company:

PARTICULARS	YEAR ENDED 31.03.2025	YEAR ENDED 31.03.2024
Turnover for the year	5867.92	5181.90
Other Income	37.48	9.10
Total Income	5905.40	5191.00
Profit before Financial Expenses, Depreciation and Taxation	741.83	668.78
Less: Financial expenses	152.76	144.64
Operating profit before Depreciation & Taxation	589.07	424.14
Less: Depreciation	43.09	27.81
Profit before Taxation	548.98	496.34
Less : Provision for Taxation Current Tax Earlier Year Tax Deferred Tax	201.59
	(40.64)	176.23
	4.16	(26.31)
	165.11	149.92
Profit after Taxation	380.87	346.42

Performance review:

The Company has reported total income of ? 59.05 Crores in its Twenty Seventh year
of operations as against ? 154.99 Crores in the previous year. With the present situation
and efforts, your directors are envisaging growth in the performance of the company.

Transfer to reserves:

? 7.87 Crores has been transferred to the General Reserve.

Dividend:

The Board of Directors of the company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend
for the financial year 2024-25.

Event subsequent to the date of Financial Statements:

There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of
the Company to which the financial statements relate and the date of the report.

Future Prospects:

We belong to Construction Industry and this industry is enormous, ranking among the
largest sectors in the World Economy. This upward trend is expected to persist. Your
Company is successful in this highly competitive field because of its strategic plans and
flawless execution. Your Company’s professional team is always conscious of safety,
cost, quality, delivery, integrity and customer satisfaction.

While your Company is continuously aiming to increase its new clientele, it is conscious
of securing repeat orders from the existing clients. Your Company’s Order Books are
healthy.

During the year under review there has been no such significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
company’s operations in future.

Adequacy of Internal controls with reference to financial statements

The company maintains adequate internal control system, which provides, among other
things, reasonable assurance of recording the transactions of its operations in all
materials aspects and of providing protection against significant misuse or loss of
company’s assets.

Subsidiary Company:

As on March 31, 2025, the Company does not have any subsidiary.

Statutory Auditor & Audit Report:

M/s. Krishaan & Co., Chartered Accountants, Chennai are the Statutory Auditors of the
Company and they hold the office till the conclusion of 30^th AGM to be held in the year
2028. Audit Report for 2024-25 has no adverse comments.

Internal Auditors:

Messrs. Srinivasan & Srivatsan, Chartered Accountants are the Internal Auditors of the
Company.

Secretarial Auditor:

Mr R Mukudan, PCS is the Secretarial Auditor of the Company.

Change in the nature of business:

There is no change in the nature of the business of the company
Deposits:

The Company has not invited / accepted any deposits from the public during the year
ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31,
2025.

Risk Management Policy:

The Board of directors is overall responsible for identifying, evaluating and managing
all significant risks faced by the company. The board monitors and reviews the
implementation of various aspects of risk management policy. The key risks are
properly managed across the organization.

Corporate Social Responsibility:

The Company is required to constitute a Corporate Social Responsibility Committee as
it falls within purview of Section 135(1) of the Companies Act, 2013 and hence it is
required to formulate a policy on corporate social responsibility.

Number of meetings of the Board:

During the year 2024-25, the Board of Directors met 5 times on 13.06.2024, 05.08.2024,
20.09.2024, 13.11.2024 & 28.02.2024

Directors’ Responsibility Statement:

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

(i) In the preparation of the annual accounts for the financial year ended 31^st March,
2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company as at March 31, 2025 and of the
profit of the company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) 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.

Code of Conduct:

The Company has adopted a Code of Conduct for the Board of Directors and Senior
Management Personnel of the Company.

Company’s policy on directors’ appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a director and
other matters provided under sub-section (3) of section 178;

The provisions of Section 178(1) relating to constitution of Nomination and
Remuneration Committee are applicable to the Company and hence the Company has
devised a policy relating to appointment of Directors, payment of managerial
remuneration, Directors’ qualifications, positive attributes and other related matters as
provided under Section 178(3) of the Companies Act, 2013.

Policies:

In accordance with the requirements of the Companies Act, 2013, the Listing Agreement
and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has
framed the required policies and the policies wherever mandated, are uploaded on the
Company’s website.

Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans / given
guarantees / made investments.

Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014

Change in the nature of business, material changes and commitments affecting the
financial position and material orders passed:

There were no changes in the nature of the business and commitments affecting the
financial position during the year under review. There were no significant orders passed
by Regulators or Courts or Tribunals which would impact the going concern status of
the Company.

Related Party Transactions:

All related party transactions that were entered into during the financial year were on an
arm’s length basis and were in the ordinary course of business pursuant to clause (h) of
sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014:

Details of contracts or arrangements or transactions not at arm’s length basis: Nil
Audit Committee:

The Company has an Audit Committee. Mr V Sridhar, Independent Director is the
Chairman of the Committee. Dr N Venkatesan & Mr A S Venkatesh are the other
Members of the Committee.

Nomination & Remuneration Committee:

The Company has a Nomination & Remuneration Committee. Mr N Venkatesan, Mr
V Sridhar and Mr D H Gopalakrishnan are the Members of the Committee. Mr N
Venkatesan is the Chairman of the Committee.

Stakeholders Relationship Committee:

The Company has a Stakeholders Relationship Committee. Mr N Venkatesan, Mr V
Sridhar and Mr D H Gopalakrishnan are the Members of the Committee. Mr N
Venkatesan is the Chairman of the Committee.

Internal Complaints Committee:

Your Company has put in place a policy for prevention, prohibition and redressal against
sexual harassment of women at the Workplace to protect women employees and enable
them to report sexual harassment at the workplace. An Internal Complaints Committee
has also been constituted for this purpose. No complaints were received by this
Committee during the year under review.

Vigil Mechanism:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR)
Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism
which inter-alia provides a direct access to the Chairman of the Audit Committee. Your
Company hereby affirms that no Director / employee has been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.

Industrial Relations:

Industrial relations continue to be harmonious and cordial. Your Directors’ wish to
place on record their deep sense of appreciation for the co-operation extended and the
valuable contributions made by the employees and workers at all levels.

Safety, Health and Environment:

Your Company continues to accord high priority for ensuring safety standards in
operations at every level. Many employees have undergone safety training and your
Company has updated the safety procedures periodically.

Other Statutory Statements:

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

b. Secretarial Standards - The Company has complied with the applicable Secretarial
Standards as amended from time to time.

Acknowledgment:

Your Directors take this opportunity to place on record their appreciation and sincere
gratitude to the Government and the Bankers to the Company for their valuable support
and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees
and all those who have helped in the day-to-day management.

For and on behalf of the Board of Directors

Chennai A S Venkatesh Vinita Venkatesh

26.05.2025 Managing Director Whole Time Director

(DIN: 01728817) (DIN: 01736279)