డైరెక్టర్ల నివేదిక Black Opal Consultants Ltd.

Your directors have the honour of presenting the 6^th Annual Report of the Company together with the Audited Standalone
Financial Statements for the financial year ended March 31,2026, prepared in compliance with the provisions of the Companies
Act, 2013 ("the Act”), the Companies (Accounts) Rules, 2014, and all other applicable laws, rules, and regulations in force.

1. FINANCIAL SUMMARY / HIGHLIGHTS

The financial performance of your Company for the year ending March 31,2026 is summarized below:

2. STATE OF AFFAIRS AND BUSINESS HIGHLIGHTS

• The Company is engaged in the business of real estate.

• There has been no change in the nature of the business of the Company during the financial year ended March 31 2026.

3. TRANSFER TO RESERVES

During the financial year ended March 31, 2026, the Board of Directors has not recommended any transfer of profits to the
General Reserve or any other specific reserve. The entire surplus for the year has been retained in the Profit and Loss Account
and carried forward to the next financial year.

4. DIVIDEND

After considering the current financial position, capital requirements, and business exigencies, the Board of Directors does not
recommend any dividend for the financial year ended March 31, 2026, with a view to conserving financial resources for
deployment in business activities and future growth.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

No material changes or commitments have occurred between the close of the financial year on March 31, 2026, and the date of
this Report which could have a bearing on the financial position of the Company.

6. WEB ADDRESS OF ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Act, the Annual Return of the Company for the financial year ended
March 31,2026, has been prepared and placed on the Company''s website.

The web address of the Annual Return is as under:

Website of the Company: https://blackopalgroup.in/

Web Link to Annual Return: https://blackopalgroup.in/FinancialAndReports

7. SHARE CAPITAL

a) The Authorized share capital of the Company as on March 31, 2h2« was Rs. 12,00,00,000/-(Rupees Twelve Crores only)
comprising of 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.

b) The Paid-up share capital of the Company as on March 31,2026 was Rs. 8,33,91,900/-(Rupees Eight Crore Thirty-Three Lakh
Ninety-One Thousand Nine Hundred only) comprising of 8,33,91,90 (Eighty-Three Lakh Thirty-Nine Thousand One Hundred
Ninety) Equity Shares of Rs. 10/- (Indian Rupees Ten) each.

Further, during the period under review, the Authorised Share Capital of the Company was increased from ?1,00,00,000/-
(Rupees One Crore only) to ?12,00,00,000/- (Rupees Twelve Crore only), pursuant to the approval of the Members of the
Company.

8. DETAILS OF BOARD AND COMMITTEE MEETINGS

(A) Meetings of the Board of Directors:

During the financial year ended March 31, 2026 8 meeting(s) of the Board of Directors were duly convened and held in
compliance with the provisions of Section 173 of the Act and Secietarial Standard -1 (SS-1). The maximum gap between any
two consecutive Board Meetings did not exceed One Hundred and Twenty (120) days. The details of the Board Meetings held
during the year are as follows:

IB) Meetings of the Committee(s) of the Board:

During the financial year ended March 31,2026, the duly constitute^ the below mentioned Committee(s) of the Board. The
details of the meetings are as follows:

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, and based on the
representations received from the Management, your Directors, to the best of their knowledge and belief, hereby confirm and
state as follows:

• That in the preparation of the Annual Accounts for the financial year ended March 31,2026, the applicable Accounting Standards
have been followed along with proper explanation relating to material departures, if any;

• That the Directors have selected such accounting policies and applied them consistently and made judgements 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 that period;

• That the Directors 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;

• That the Directors have prepared the Annual Accounts for the financial year ended March 31, 2026, on a ''going concern'' basis;

• That the Company being unlisted, the provisions of Section 134(3)(ej of the Act requiring the laying down of Internal Financial
Controls are not applicable to the Company; and

• That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

9. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the financial year ended March 31 2026, the Statutory Auditors of the Company, in their Audit Report, have not reported
any instance of fraud committed in the Company by its Officers or Employees, other than those which are reportable to the Central
Government, pursuant to Section 143(12) of the Companies Act, 2013.

10. BOARD''S COMMENTS ON AUDITORS'' REPORT
Statutory Auditors'' Report:

The Report of the Statutory Auditors, M/s. JPMG and Associates (Firm Registration No. 5135222/IN500382), on the Standalone
Financial Statements of the Company and Consolidated Financial Statements for the financial year ended March 31,2026 does
not contain any qualification, reservation, adverse remark, or disclaimer. The Auditors'' Report is self-explanatory and does not
call for any further comments from the Board under Section 134(3)(f) of the Act.

11. PARTICULARS OF LOANS. GUARANTEES. OR INVESTMENTS

The letails of loans given, investments made guarantees given and securities provided by the Company under Section 186 of
the Act during the financial year under review forms part of the notes to the standalone financial statements.

12. RISK MANAGEMENT

Risk management is an integral part of your Company''s business strategy. It involves the systematic identification, assessment,
prioritisation, and mitigation of risks that may impede the achievement of the Company''s business objectives. The Company''s
Risk Management framework ensures that risks are managed through a well-defined and structured process across the
organisation.

The Board of Directors has laid down a comprehensive Risk Assessment and Minimisation Procedure, which is reviewed
periodically. The key risk categories identified and monitored by the Company include business risk, operational risk, financial
risk, legal and regulatory compliance risk, human resource risk, and technology risk. Appropriate mitigation measures have been
put in place for each of the identified risks.

During the financial year ended March 31, 2026, no risk was identified that, in the opinion of the Board, could threaten the
existence of the Company.

13. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 201J are applicable to the Company. The Company has constituted a CSR
Committee of the Board in accordance with the requirements of Section 135(1) of the Act. The CSR Policy of the Company has
been formulated and is available on the Company''s website.

For the financial year ended March 31, 2026, the Company was required to spend ⁵ 15 48,437/- (Rupees Fifteen Lakhs Forty-
Eight Thousand Four Hundred and Thirty-Seven only) towards CSR activities, being two percent (2%) of the average net profits
of the Company for the three immediately preceding financial years, calculated in accordance with Section 198 of the Act. The
Company has ? 15,48,437/- (Rupees Fifteen Lakhs Forty-Eight Thousand Four Hundred and Thirty-Seven only) against the
mandatory requirement of f 15,48,437/- (Rupees Fifteen Lakns Forty-Eight Thousand Four Hundred and Thirty-Seven only) on
CSR activities under Schedule VII to the Act.

The Annual Report on CSR activities for the financial year ended March 31, 2026, in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is enclosed as ''Annexure - A'' to this Report.

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

(A) Conservation of Energy:

Conservation of energy is of paramount importance to your Company. Although the operations of the Company are not energy-
intensive in nature, every possible effort is made to ensure optimum utilisation of energy. The Company uses energy efficient
equipment, implements regular and preventive maintenance programmes for electrical installations, and encourages responsible
usage of energy by its personnel. Steps are also being taken to explore and promote the use of alternate sources of energy,
wherever feasible.

• Steps taken or impact on conservation of energy: The Company has implemented measures for judicious use of energy
through optimum utilisation of office equipment and lighting systems.

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

• Capital investment on energy conservation equipment: NIL.

(B) Technology Absorption:

The Company continuouslv evaluates and adopts new and innovative technologies to enhance the quality and efficiency of its
business operations. During the financial year under review no specific technology was imported. The Company has not incurred
any separate expenditure on Research and Development activities during the year.

fCl Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows
during the financial year ended March 31,2026, are as under:

15. SUBSIDIARIES. JOINT VENTURES. AND ASSOCIATE COMPANIES

As on March 31,2026 the Company has the following subsidiary / joint venture / associate company(ies):

The salient features of the financial statements of the subsidiary / joint venture / associate company(ies) in the prescribed Form
AOC-1 are enclosed as Annexure - B'' to this Poport. There has been no material change in the nature of the business of such
entity(ies) during the year.

16. INTFRNAL FINANCIAL CONTROLS

The Company has established and maintains adequate Internal Financial Controls commensurate with its size, nature, and
complexity if operations, with reference to the financial statements. These controls are designed to ensure the reliability of
financial reporting, compliance with applicable laws and regulations, and the safeguarding of the Company''s assets from
unauthorized use or disposition.

During the financial year ended March 31,2026, the Internal Financial Controls were tested and reviewed. No reportable material
weakness in the design or operating effectiveness of any such control was observed. The Board is of the opinion that the
Company''s Internal Financial Controls are adequate and operating effectively.

17. MAINTENANCE OF COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies
Act, 2013, is not applicable to the Company, as the Company does not fall within the prescribed categories.

18. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

No application has been made or any proceeding initiated or pending against the Company under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) at any point during the financial year ended March 3¹ 2026, or as at the date of this Report.

19. DIFFERENCE IN VALUATION: ONE-TIME SETTLEMENT

The Company has not availed any one-time settlement in respect of loans taken from Banks or Financial Institutions during the
financial year ended March 31,2026. Accordingly, the question of disclosure of difference between the valuation done at the time
of one-time settlement and the valuation done at the time of availing the loan does not arise.

20. CHANGE IN DIRECTORSHIP AND KEY MANAGERIAL PERSONNEL

The following changes in the composition of the Board of Directors and / or Key Managerial Personnel occurred during the
financial year ended March 31,2026:

21. DEPOSITS

(A) Loans from Directors / Relatives of Directors (Exempt Deposits!:

The Company has not accepted public deposits. However, the following loans / deposits, which are exempt deposits under Rule
2(1)(c)(viii) of the Companies ''Acceptance of Deposits'' Rules, 2014, have been accepted from Directors and / or their relatives:

Name of Director / Relationship Amount Received Amount Repaid Balance as at March

Relative___During Year (?) Puring Year (?)__31, 2026 (?)_

Prasoon Chauhan__Director___2,00,00,000__2,00,00,000_ 0

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS. COURTS. OR TRIBUNALS

During the financial year ended March 31, 2026, no significant or material order has been passed by any Regulator, Court, or
Tribunal which would impact the going concern status of the Company or adversely affect its future operations.

23. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to providing a safe, respectful, and dignified working environment to all its employees. In compliance
with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH
Act") and the Rules framed thereunder, the Company has:

• Adopted a comprehensive Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace;

• Duly constituted an Internal Complaints Committee ("ICC") in accordance with Section 4 of the POSH Act; and

• Conducted awareness programmes and sensitisation workshops for its employees during the year.

The status of complaints received and disposed of during the financial year ended March 31,2026 is as under:

24. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, during the financial year
ended March 31, 2026. The Company remains committed to creating a supportive and inclusive work environment for women.

25. PARTICULARS OF EMPLOYEES

As on March 31,2026, the total number of employees on the rolls of the Company, categorised by gender, is as follows:

The Company is committed to fostering a diverse and inclusive workplace and ensures egual opportunities for all individuals,
regardless of gender, caste, religion, or any other characteristic.

26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties, as defined under Section 2(76) of the Companies Act, 2013, during the financial
year ended March 31,2026, were in the ordinary course of business and on an arm''s length basis. Accordingly, the provisions of
Section 188(1) of the Act were not attracted to any such transaction, and the requirement to obtain prior approval of the Board /
Members, as applicable, did not arise.

There are no materially significant related party transactions requiring disclosure in Form AOC-2 pursuant to Section 134(3)(h)
of the Act. The disclosure of all related party transactions has been provided in the Financial Statements, in accordance with the
applicable Accounting Standards (AS-18).

The statement in Form AOC-2, containing particulars of contracts and arrangements entered into with related parties referred to
in Section 188(1) of the Act, is enclosed as Annexure - C'' to this Report.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013, namely:

• Secretarial Standard -1 (SS-1): Meetings of the Board of Directors; and

• Secretarial Standard - 2 (SS-2): General Meetings.

These Secretarial Standards, as amended from time to time, have been adhered to in letter and spirit during the financial year
ended March 31, 2026.

28. AUDITORS

• STATUTORY AUDIT

M/s. JPMG and Associates (Firm Registration No. 5135222/IN500382), Chartered Accountants, the existing Statutory Auditors,
hold office until the conclusion of the ensuing Annual General Meeting. Being eligible and having expressed their willingness,
they are proposed to be re-appointed as Statutory Auditors of the Company from the conclusion of the ensuing AGM until the
conclusion of the 11^th Annual General Meeting to be held in the year 2031 -2032.

As required under Section .39(1) of the Act, the Company has received from M/s. JPMG and Associates (i) a written consent to
their re appointment; and (ii) a certificate confirming that their re-appointment, if made, shall be in accordance with the conditions
prescribed under Sections 139 and 141 of the Act and that they satisfy the eligibility criteria laid down therein. The Board
recommends their re-appointment to the Members.

. SECRETARIAL AUDIT

The Secretarial Audit is not applicable to the Company as it is not covered under the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

• COST AUDIT

The Cost Audit pursuant to Section148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules. 2014
is not applicable to the Company.

• INTERNAL AUDIT

The Internal Audit pursuant to Section 138 of the Companies Act, 2013 read with the Companies _vAccounts) Rules, 2014 is not
applicable to the Company.

30. DECLARATIONS BY DIRECTORS

The Board of Directors of the Company confirms that all the Directors have submitted their declarations under Section 164/2) of
the Companies Act, 2013, and none of the Directors is disqualified from being appointed or from continuing as a Director of any
company as on March 31, 2026.

31. GENERAL DISCLOSURES

Your directors state that, during the financial year ended March 31, 2026, no disclosure or reporting is required in respect of the
following matters, as there were no transactions on these items during the year:

• Issue of equity shares with differential rights as to dividend, voting, or otherwise under Section 43 of the Act;

• Issue of sweat equity shares to employees under any scheme under Section 54 of the Act;

• Provision of any scheme or plan for purchase of Company''s own shares by employees or by trustees for the benefit of
employees;

• Receipt of remuneration or commission by the Managing Director / Whole-time Director from any subsidiary company;

• Details of buy-back of securities:

• Application for voluntary revision of financial statements or Board''s Report; and

• Instances of one-time settlement with any bank or financial institution.

ACKNOWLEDGEMENT

Your directors place on record their sincere and deep appreciation for the dedicated efforts, commitment, and contribution of all
the employees and consultants of the Company at every level. Their competence, professionalism, and collective resolve have
been instrumental in the Company''s sustained performance and progress.

The Board also wishes to express its gratitude to the Central Government, State Government authorities, regulatory bodies,
financial institutions, the Statutory Auditors, the Secretarial Auditors, and all other stakeholders for their continued co-operation,
guidance, and support. Your confidence and trust in the Company remain a constant source of encouragement and strength to
the Board.