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Director's Report

IEL Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
524614
INE056E01024
3.4520276
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
47.27
67.8
EPS(TTM)
Face Value()
Div & Yield %
0.11
1
0
 
As on: Oct 20, 2026 10:08 PM

To The Members IEL Limited

Your directors are pleased to present the 70th Annual Report together with the Audited Standalone Financial Statements for the financial year ended 31st March 2026.

1. FINANCIAL HIGHLIGHTS:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the (Companies Accounts) Rules, 2014. The Company's financial performance for the year ended March 31, 2026, and for the previous year ended March 31, 2025, is summarized below:

Amount in Rs Thousand

Particulars

Current Year (2025-26) Previous Year (2024-25)

Total Revenues

13714.29 61798.44

Profit / (Loss) before Interest, Depreciation, Exceptional

3552.36 6174.73

/Extraordinary Items, Tax & Amortizations (EBITDA)

Interest/Finance Cost (Net)

743.85 15.68

Depreciation/Amortization

207.14 342.33

Profit/(Loss) before Exceptional / Extraordinary items & tax

2601.37 5816.72

Exceptional / Extraordinary expenses

NIL NIL

Profit/(Loss) before Tax

2601.37 5816.72

Tax Adjustments (Net)

541.49 1409.36

Profit/(Loss) after Tax

1845.80 4315.40

2. STATE OF COMPANY'S AFFAIRS, FINANCIAL PERFORMANCE AND PROSPECTS & DEVELOPMENTS:

During the financial year 2025-26, the Company earned total revenues of INR 13714.29 thousand as against that of INR 61798.44 thousand for the previous year. The Business operations posted Net Profit after Tax of INR 1845.80 thousand as against that of INR 4315.40 thousand for the previous year.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, the Shareholders at 69th Annual General Meeting held on 29th September 2025 approved the alteration of the Object clause of Memorandum of Association of the Company, by inserting New Business activity relating to Power or Electrical Energy.

4. DIVIDEND:

With a view to conserve the financial resources, your directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base, therefore no Dividend has been recommended by the Board on the Equity Shares of the Company for the financial year 2025-26.

Further there was no Unclaimed and Unpaid Dividend Amount in the Company.

5. TRANSFER TO RESERVES:

The Company has a closing Balance of INR 3,19,725.98 Thousands as Reserves and Surplus as on 31st March 2026. The details of Reserves and Surplus of the Company are provided in Note No: 11B of the Financial Statements forms part of the Annual Report.

6. SHARE CAPITAL:

As on 31st March 2026, the Share Capital structure of the Company stood as follows:

Particulars

No of Shares Amount

Authorized Share Capital

Equity Shares of Re. 1/- each

20,00,00,000 20,00,00,000

Zero Coupon Redeemable Preference Shares of Rs. 100/- each

90,000 90,00,000

Total

20,00,90,000 20,90,00,000

Issued, Subscribed and Paid-up Share Capital

Equity Shares of Re. 1/- each

13,03,92,486 13,03,92,486

Zero Coupon Redeemable Preference Shares of Rs. 100/- each

90,000 90,00,000

Total

13,04,82,486 13,93,92,486

During the year under review, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of public offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manners.

Depository System:

As the members are aware, the Company's Equity Shares are compulsorily tradable in electronic form. As on 31st March 2026, 96.67% of the Company's total paid up Equity Capital representing 12,60,47,986 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

As on 31st March 2026, the details of utilization of funds raised by way of Rights Issue are as follows:

Sr No. Objects as stated in the Offer Document/ Letter of Offer

Amount Proposed to be Utilized (Rs. in Lakhs) Actual amount utilized for the Objects stated in the Offer document/ Letter of Offer (Rs. in Lakhs) Unutilized Amount (Rs. in Lakhs) Remarks

To acquire land for

1. construction of warehouses.

977.00 977.00 Nil NA

To finance construction of 2. the warehouses.

2,414.31 Nil 2414.31 NA

To meet General Corporate 3. Purposes

925.41 Nil 925.41 NA

Total

4317.22 977.00 3340.22 NA

7. CHANGE IN REGISTERED OFFICE ADDRESS:

During the year under review, the Company has not changed its Registered Office.

8. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity as per the IND AS. The performance of the Company is discussed separately in this Report.

9. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

Your Company doesn't have any Subsidiaries, Joint Ventures and Associates.

10.MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

11.PUBLIC DEPOSITS:

The Company has not accepted any public deposits, nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended 2025-26.

The details of transactions of Loans and Advances undertaken between the Company and its Directors/Relatives of Directors have been disclosed in Note No.: 28 (Related Party Transactions) which forms part of the Financials Statements attached to this Report.

The Company has received declarations from its Directors and their Relatives that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

12.MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE

FINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company's financial position occurred between the end of the financial year of the Company and date of this Report.

13.CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from the Practicing Company Secretary confirming compliance of Corporate Governance as stipulated under the SEBI Listing Regulations and a Certificate of the CEO/MD and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate Governance Report which forms part of this Annual Report.

14.INDUSTRIAL RELATIONS:

The relationship with employees at all levels remained cordial and harmonious during the year. We appreciate committed contribution made by employees of the Company at all levels to sustain during the challenging business scenario.

15.POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND

SENIOR MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy on the basis of recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Report. The Policy is also available on the website of the Company www.iellimited.com. The salient features of the policy are as under:

16.BOARD DIVERSITY:

The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company www.iellimited.com.

17.PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure [A]" that forms part of this Report

No employee of the Company was in receipt of remuneration more than the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2026.

18.DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Board comprised of Five (5) Directors out of which One (1) is an Executive Director, one (1) is Non-Executive and Non-Independent Director and other Three (3) are Independent Directors and Women Directors. The composition of the Board is in conformity with the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointments:

During the financial year ended 31st March 2026, the following Appointments were made:

1. Ms. Aastha Jain (DIN 11218859) has been appointed as an Additional Woman Director (Non-Executive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 07th August 2025 till 06th August 2030 (both days inclusive), not be liable to retire by rotation and was regularized as Non-Executive and Independent Director by the Shareholders of the Company at 69th Annual General Meeting held on Monday, 29th September 2025.

2. Ms. Ami Priyank Bhanshali (DIN 11186979) has been appointed as an Additional Director (Non-Executive and Independent Director) of the Company for a term of 5 (Five) consecutive years commencing from 07th August 2025 till 06th August 2030, not be liable to retire by rotation and was regularized as Non-Executive and Independent Director by the Shareholders of the Company at 69th Annual General Meeting held on Monday, 29th September 2025.

3. Ms. Mokshi Prakashbhai Shah (DIN 10706796) has been appointed as the Managing Director (Professional and Executive) of the Company for a term of 5 (Five) consecutive years commencing from 07th August 2025 till 06th August 2030, not be liable to retire by rotation and was regularized as Non-Executive and Independent Director by the Shareholders of the Company at 69th Annual General Meeting held on Monday, 29th September 2025.

Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Ajaykumar Bholanath Gupta (DIN: 07542693), Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for re-appointment.

An appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Mr. Ajaykumar Bholanath Gupta (DIN: 07542693), and other related information has been detailed in the Notice forming part of this Annual Report.

Your directors recommend his re-appointment as an Executive Director of your Company.

Retirements and Resignations along with facts of resignation:

During the Financial Year ending 31st March 2026, the following Resignations/Retirements took place:

(a) Ms. Avani Ashwinkumar Shah (DIN 09608898) vide her Resignation Letter dated 7th August 2025 has resigned from the office of Non-Executive and Independent Woman Director of the Company with effect from closing business hours of Thursday, 7th August 2025 owing to other Professional commitments.

(b) Ms. Juhi Sawajani (DIN 09811893) vide her Resignation Letter dated 7th August 2025 has resigned from the office of Non-Executive and Independent Director of the Company with effect from closing business hours of Thursday, 7th August 2025 owing to other Professional commitments.

The Board has placed on record appreciation for their valuable contributions during their tenure as Directors of the Company.

Key Managerial Personnel:

As on 31st March 2026, pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ajaykumar Bholanath Gupta, Managing Director, Mr. Arpit Singh, Director and Chief Financial Officer and Mr. Kunal Jain, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company.

Changes in Key Managerial Personnels:

During the Financial Year ending 31st March 2026, no changes took place in Key Managerial Personnels.

Annual Evaluation of Board's Performance:

In terms of the requirement of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and Listing Regulations and are independent of the management. The Board skill/expertise/ competencies matrix of all the Directors, including the Independent Directors is provided in the Corporate Governance Report forming part of this Annual Report. All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced to the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also available on the website of the Company www.iellimited.com.

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

19.CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares in the Company as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure the reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Company's Shares. The Code is also available on the website of the Company www.iellimited.com.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with BSE Limited and also uploaded on the website of the Company.

20.COMMITTEES OF THE BOARD:

As on 31st March 2026, the Board of Directors has following committees:

a. Audit Committee. b. Nomination and Remuneration Committee. c. Stakeholder's Relationship Committee.

The details with respect to the composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.

There were no pending complaints/ transfers as on 31st March 2026 and also there were no complaints which were not resolved to the satisfaction of Shareholders. The summary of status of complaints/ request received, disposed and pending as on March 31, 2026, is as under:

No. of complaints/request received

No. of complaints/requests solved to the satisfaction of shareholders/investors No. of pending complaints/request as on 31st March, 2026

0

0 0

All Share transfer and correspondence thereon are handled by the Company's Registrars and Share Transfer Agents viz. MUFG Intime India Pvt. Ltd (Formerly Known as Link Intime India Pvt. Ltd.) C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400083 Phone: 022 49186270, Fax: 022 49186060, Email ID - rnt.helpdesk@linkintime.co.in, Website - www.in.mpms.mufg.com.

Mr. Kunal Jain has been appointed as the Company Secretary and Compliance Officer as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has been entrusted with the task of overseeing the Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the Shareholders and Investors intimate to the Company directly or through SEBI and Stock Exchanges.

There are no pending legal matters, in which the Company has been made a party, before any other Court(s)/ Consumer Forum(s) etc., on Investors grievances.

Ms. Aastha Jain, being, Chairman of the Stakeholder's Relationship Committee was present at the last Annual General Meeting held on 29th September 2025. The Company Secretary of the Company is the Secretary of the Committee.

21.NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met Five (05) times during the financial year, and the details of the meeting are as follows:

Sr. No

Date of Meeting

1.

28th May, 2025

2.

7th August, 2025

3.

26th August, 2025

4.

10th November, 2025

5.

13th February, 2026

 

Name of the Director(s)

No of Board Meetings attended

Attendance at the last AGM held on 29th September, 2025
Held/Entitled Attended

Mr. Arpit Singh

5 5 Yes

Mr. Ajaykumar Bholanath Gupta

5 5 Yes

Ms. Avani Shah

2 2 Yes

Ms. Juhi Sawajani

2 2 Yes

Ms. Ami Priyankkumar Bhanshali

3 3 Yes

Ms. Moxi Prakashbhai Shah

3 3 Yes

Ms. Aastha Jain

3 3 Yes

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors' Meeting in the financial year 2025-26. All the information required to be furnished to the Board was made available along with a detailed Agenda.

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors without the attendance of Non-Independent Directors was held on 13th February 2026 to discuss the agenda items as required under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors reviewed the performance of non-independent directors and the Board as whole, reviewed the 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 flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.

The Board meets at least once in every quarter to review quarterly performance, business operations, general affairs of the Company and considering approval of financial results. The agenda along with notice of each meeting in writing is circulated in advance to the Board Members. The Board is also free to recommend the inclusion of any method for discussion and consideration in consultation with the Chairman. The information as specified in Schedule II of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is regularly made available to the Board. The minutes of the meeting of Board and its Committees are captured in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and Secretarial Standards in respect of Board Meeting and also circulated in advance to all Directors and Members of the Committee and confirmed at subsequent meeting.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

22.SHAREHOLDERS MEETINGS:

During the Year under review, following meetings of the Shareholders has been held:

(a) 69th (Sixty-Ninth) Annual General Meeting of the Equity Shareholders of the Company held on Monday, 29th September 2025 at 04:00 PM through Video Conferencing or other Audio Visual Means.

23.DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures from the same. (b) The Directors 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 your Company as at 31st March, 2026 and of the profit and loss statement of the Company for the financial year ended 31st March, 2026. (c) Proper and sufficient care have been taken 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. (d) The annual accounts have been prepared on a 'going concern' basis. (e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and (f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

24.EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (the Act') in form MGT-7 is made available on the website of the Company and can be accessed at www.iellimited.com.

25.RELATED PARTY TRANSACTIONS:

During the financial year 2025-26, all transactions entered into with the Related Parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of the business and carried on an arm's length basis.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for the financial year 2025-26 and estimated transactions for financial year 2026-27. There were no materially significant related party transactions that may conflict with the interest of the Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Company's website at www.iellimited.com. Disclosures on related party transactions are set out in the Notes to the Financial Statements forming part of this Annual Report.

26.PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

th

27.RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

28.VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Code is also available on the website of the Company www.iellimited.com.

29.CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to give information relating to Corporate Social Responsibility as the Company does not fall under the applicable threshold limit mentioned under section 135 of the Companies Act, 2013.

30.AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

At the 68th Annual General Meeting held on 27th September 2024, M/s. Maark & Associates, Chartered Accountants (FRN: 145153W), be and is hereby appointed as the Statutory Auditors of the Company to conduct the Statutory Audit from financial year 2024-25 to financial year 2028-29 and to hold office for period of 5 (Five) consecutive Years commencing from the conclusion of this Annual General Meeting till the conclusion of 73rd Annual General Meeting.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 (E) dated 7th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of Statutory Auditors M/s Maark & Associates, Chartered Accountants (FRN: 145153W), Chartered Accountants, has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 70th AGM of the Company.

The Auditors' Report for Financial Year ended 31st March 2026 forms part of the Annual Report and does not contain any qualification, reservation or adverse remarks.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Internal Auditor:

The Company had appointed M/s S. Mandawat & Co., Chartered Accountants as an Internal Auditor of the Company for the Financial Year ended 31st March 2026 at the Board Meeting held on 13th February 2026.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of Directors of the Company.

The Internal Audit Reports for Financial Year ended 31st March 2026 does not contain any qualification, reservation or adverse remarks.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on 07th August 2025 and Shareholders at the 69th Annual General Meeting held on 29th September 2025 has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries (M No. 10329 and COP No. 12987), to conduct the Secretarial Audit of your Company for the term of Five (5) consecutive financial years commencing from F.Y. 2025-26 to F.Y. 2029-30.

The Secretarial Audit Report is annexed herewith as "Annexure - [B]" to this Report. There are no adverse observations in the Secretarial Audit Report which call for explanation.

31.EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any separate or further comments or explanations.

32.FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 other than those which are reported to Central Government during the year under review.

33.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

In view of no manufacturing activity in the Company, the information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to the information on conservation of energy, technology absorption is not applicable.

Information of Foreign Exchange Earning and expenses for the financial year 2025-26 is provided below:

Amount in Rupees Thousand

Particulars

2025-26 2024-25

Earnings in Foreign Currency:

NIL NIL

Export of Goods

Expenditure in Foreign Currency.

NIL NIL

34.INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its size and activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Report on the Internal Financial Control under Clause (i) of sub section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial statement for the year under review.

35.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013:

Your Company is committed to providing and promoting a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below:

(a) The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization.

(b) Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year are as under:

Particulars

Number of Complaints

Number of complaints at the opening of the Financial Year

Nil

Number of complaints filed during the Financial Year

Nil

Number of complaints disposed of during the Financial Year

Nil

Number of complaints pending as on end of the Financial Year

Nil

36.DISCLOSURE REQUIREMENTS:

a) Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. Related Party disclosures/transactions are detailed in the Notes to the financial statements.

37.COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been granted the benefits as prescribed under the Act, including maternity leave and other related entitlements. The Company remains committed to fostering a supportive and inclusive work environment, particularly for working mothers, and continues to uphold its responsibility towards gender equity in the workplace.

38.SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

39.OTHER DISCLOSURES:

(a) During the financial year 2025-26, the Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. (b) During the financial year 2025-26, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. (c) During the financial year 2025-26, your Company has not entered into any One-Time Settlement with banks or financial institutions. (d) The Company has not issued any debentures during the financial year 2025-26. (e) During the financial year 2025-26, your Company did not raise funds from Preferential Issue of Convertible Equity Warrants and your Board hereby confirms that there were no deviations(s) or variation (s) in the utilization of proceeds from the objects stated in the explanatory statement to the notice for the general meeting.

40.CAUTIONARY STATEMENT:

This report contains forward-looking statements based on the perceptions of the Company and the data and information available with the Company. The Company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Company's current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

41.ACKNOWLEDGEMENT:

The Directors hereby wish to place on record their appreciation for the support extended by its banker, suppliers, employees and all other stakeholders, without whose support the overall satisfactory performance would not have been possible during the pandemic.

   

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