Carnation Industries Ltd Directors Report

To,

Dear Members,

Your directors have pleasure in presenting the (40^th) Annual Report of your Company Carnation Industries Limited with the Audited Financial Statements along with Auditors Report for the year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE

Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	-	-
Other Income	233.84	-
Total Revenue	233.84	-
Expenses for the period	84.62	47.15
Profit/(Loss) before tax from continuing operations	149.21	(47.15)
Current Income Tax for the period
Deferred Tax	6.77	2.15
Profit/(Loss) for the period	142.44	(49.30)

2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANYS AFFAIRS:

Carnation Industries Limited entered into the Corporate Insolvency Resolution Process (CIRP) under Indias Insolvency and Bankruptcy Code (IBC) following a petition filed by an operational creditor, Lal Behan Singh, under Section 9. The National Company Law Tribunal (NCLT), Kolkata Bench, admitted the case on September 12, 2023, and imposed a moratorium while appointing Mr. Anubrata Gangoly as the Interim Resolution Professional (IRP). A public announcement was made on September 15, 2023, inviting claims from creditors, which were accepted until around September 26, 2023. After verification of claims, the Committee of Creditors (CoC) was formed, and the IRP was later confirmed as the Resolution Professional (RP) on November 18, 2023.

As the resolution process advanced, a resolution plan was submitted by Mr. Vikas Garg, the successful resolution applicant, on April 13, 2024. He received the Letter of Intent on April 25, 2024, after securing CoC approval. The NCLT approved the resolution plan on June 5, 2024. A major part of the approved plan involved equity restructuring, where all existing equity shares were cancelled. On November 14, 2024, new shares were issued, with 90% allocated to the new promoter and 10% reserved for existing public shareholders, as part of the revival strategy.

Overall, Carnation Industries insolvency process followed the prescribed IBC framework closely-ranging from creditor admission to resolution plan execution. The timely submission, evaluation, and approval of the resolution plan highlight procedural efficiency, and the equity restructuring indicates a concrete effort to revive and relaunch the companys operations under new management. The focus now lies on successfully implementing the plan and restoring business sustainability.

The Board of Directors has carefully reviewed the financial position of the Company following the successful completion of the Corporate Insolvency Resolution Process (CIRP).

The Company has emerged from the resolution process with a restructured financial position and a clear path to profitability. Based on the current financial performance, the successful implementation of the approved resolution plan, and available liquidity, the Board is confident that the Company will continue as a going concern for the foreseeable future, including the next 12 months and beyond. The Company has taken all necessary steps to address its previous financial challenges, and there are no material uncertainties that would cast significant doubt upon its ability to continue operations. The management is committed to executing the business plan and delivering long-term value to shareholders, employees, and other stakeholders.

The management is scouting for appropriate business opportunity and once it is available the management would commence the same. The company is expected to start business during the next year. The status of the Company is going concern.

Further, with change in control of your Company, we are optimistic towards the future growth prospects and operation of the Company.

3. DIVIDEND

The Board of Directors of the Company has decided not to recommend any dividend for the financial year under consideration. However, In accordance with the applicable regulatory requirements, unclaimed dividend account has a balance of Rs. 1.42 Lakhs which the company is required to transfer to Investor Education and Protection Fund (IEPF), the same is under process.

4. TRANSFER TO GENERAL RESERVES

The Company has not transferred any sum to the General Reserves Account during the reporting period.

5. CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business during the financial year 2024-25. However, recently the management proposed to diversify its operations into the business of manufacturing, processing, bottling, trading, importing, exporting, and dealing in all kinds of alcoholic and non-alcoholic beverages, including but not limited to wines, beer, whisky, gin, rum, brandy, Indian Made Foreign Liquor (IMFL), and other spirits, as well as aerated waters, mineral water, soda, juices, energy drinks, and similar products .

To give effect to the proposed diversification, amendment in Object Clause of Memorandum of Association has been included in the Notice of 40TH AGM for approval of members

6. CHANGES IN THE CORPORATE OFFICE ADDRESS

Carnation Industries Limited changed its corporate office address from Kolkata to Delhi effective November 18, 2024; the new address is G-2, 34/1 Vikas House, East Punjabi Bagh, Delhi - 110026.

7. MATERIAL CHANGES AND COMMITMENTS

On April 12, 2025, Carnation Industries Limited entered into a Share Purchase Agreement (SPA) to acquire 100% equity shares of Oniv Beverages Private Limited from its existing shareholders. The total consideration for the acquisition is not to exceed ?5.00 crores, which will be settled entirely through the issuance and allotment of new equity shares of Carnation Industries in exchange for the equity of Oniv Beverages. This strategic, all-stock transaction allows Carnation to diversify into the fast-growing alcoholic and non-alcoholic beverage industry without incurring immediate cash outflow. Oniv Beverages, engaged in the manufacture and sale of wine and related products, reported a turnover of approximately ?16.91 crores for the financial year ended March 31, 2024, showing substantial growth over the previous two years. The acquisition is subject to customary closing conditions, including regulatory and shareholder approvals, and is expected to be completed in the first half of FY 2025-26.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2024-25. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of the Annual report.

9. PUBLIC DEPOSITS

Our Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and any amendment thereof.

10. AUDITORS

a) STATUTORY AUDITOR

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame thereunder M/s. JAIN SARAOGI AND CO, Chartered Accountants, (Firm Registration Number: 305004E) has been appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 39th Annual General Meeting held in 2022 till the conclusion of 42^nd Annual General Meeting of the Company to be held in 2027, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined in consultation with the Auditors and duly approved by the members of the Company.

Auditors Report

The Auditors Report for financial year ended March 31,2025, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year under review. The Auditors report is enclosed with the financial statements in this Auditors Report.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Avinash K & Co. (M. No.- F 12480, COP No.- 18318), Practicing Company Secretaries, a peer reviewed Practicing Company Secretaries firm, as Secretarial Auditor of the Company to undertake the secretarial audit of the Company for the Financial Year 2025-2026.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2025 in the format prescribed (Form MR-3) as provided by M/s Avinash K & Co. the Company Secretary in Practice has been annexed to the Report. (Annexure-I)

c) INTERNAL AUDITOR

The Company has appointed M/s Jha Gunjan & Associates (FRN- 029506N, COP -529511), Practicing Chartered Accountants as an Internal Auditor of the Company for the F.Y. 2024-25 as per the requirements of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

11. SHARE CAPITAL

The Authorized share capital of your Company as on March 31,2025 is Rs. 7,00,00,000 (Rupees Seven crores only) comprising of 70,00,000 (Seventy lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company as on March 31, 2025 stands at is Rs.3,45,71,600 /- (Rupees Three Crores Firty Five Lakh Seventy-One Thousand Six Hundred Only) comprising of 34,57,160 Equity Shares of Rs.10/- each (Rupees Ten Only) each.

During the year under review, there was no change in the capital structure of the Company.

A. Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule (4) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of sweat equity shares the Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

12. EXTRACT OF THE ANNUAL RETURN

The Ministry of Corporate Affairs vide Notification dated 05.03.2021 (effective from same date) has Made Amendment in Rule 12 of Companies (Management and Administration), Rules, 2014, Omitting Requirement of Attaching MGT - 9 - Extract of Annual Report in the Board Report, Hence the Form MGT-9 doesnt form part of this Board Report.

The copy of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-7 is available on the website of the Company at www.Carnation.org.in

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

14. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top Thousand (1000) listed entities based on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top 1000 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report (MDAR) is set out in the Annual Report.(Annexure II)

16. POLICIES

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Above Policies along with the other policies which are applicable on the website of the Company at www.Carnation.org.in

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2024-25, the Honble National Company Law Tribunal (NCLT), Kolkata Bench (Court II), vide its order dated June 5, 2024, approved the Resolution Plan submitted by Mr. Vikas Garg (the "Successful Resolution Applicant") under Section 31 of the Insolvency and Bankruptcy Code, 2016 ("IBC"), in relation to the Corporate Insolvency Resolution Process (CIRP) of Carnation Industries Limited.

The approval marked a significant milestone in the companys restructuring process, following its admission into CIRP on September 12, 2023, under Section 9 of the IBC. Pursuant to the terms of the approved Resolution Plan, the entire existing equity share capital of the Company stood cancelled in full. As part of the capital restructuring and revival strategy, fresh equity shares representing approximately 90% of the total paid-up capital were allotted to the Successful Resolution Applicant, thereby providing him controlling interest and operational responsibility for the Companys turnaround.

In accordance with the Resolution Plan and as a measure of fairness towards retail shareholders, the remaining 10% of the reconstituted paid-up equity share capital was allocated to existing public shareholders on a pro-rata basis, relative to their shareholding as of the record date, which was fixed as November 14, 2024.

This restructuring not only facilitated the transfer of management to the new promoter but also enabled the Company to exit CIRP while preserving a fraction of ownership for its original retail investors, aligning with the objectives of value maximization and stakeholder inclusivity envisioned under the IBC framework.

18. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs.1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs.5 Crore) or more during the immediately preceding financial year, is required to constitute a Corporate Social Responsibility Committee ("CSR Committee") of the Board. But this provision is not applicable to your company; as during the immediately preceding financial year, company has not reached any of the limits limit.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013 along with the provisions of SEBI (LODR) Regulations 2015. . As on March 31, 2025, the composition of the Board of Directors of your Company is as follows:

S.No. Name of Director	DIN	Designation	Date of Appointment
1 BHAWNA GUPTA	10101543	Director	05-06-2024
2 POONAM DHINGRA	09524982	Independent Director	05-06-2024
3 MANSI GUPTA	09271995	Independent Director	05-06-2024
4 SONY KUMARI	09270483	Independent Director	05-06-2024
5 ANAMIKA GUPTA	-	Chief Financial Officer	18-11-2024
6 PARUL RAI	-	Company Secretary	18-11-2024

During the year under review Appointment/Resignation of Directors are as follows:

S. No. Name of the Director	Designation	Appointment Resignation	Date
1. Bhawna Gupta	Director	Appointment	05-06-2024
2. Poonam Dhingra	Non-executive Independent Director	Appointment	05-06-2024
3. Mansi Gupta	Non-executive Independent Director	Appointment	05-06-2024
4. Sony Kumari	Non-executive Independent Director	Appointment	05-06-2024
6 Ravindra Prakash Sehgal	Managing Director	Resignation	05-06-2024
7 Subir Chatterjee	Director	Resignation	05-06-2024
8 Sephali Roy	Director	Resignation	05-06-2024
9 Arun Kumar Bose	Director	Resignation	05-06-2024

A. Company Secretary & Compliance Officer

1. Mrs. Parul Rai was appointed as the Company Secretary and Compliance Officer of the Company with effect from November 18, 2024, during the financial year under review.

2. Mr. Sanjay Agarwal tendered his resignation from the position of Company Secretary and Compliance

Officer, which became effective on May 29, 2023.

3. Ms. Anamika Gupta was appointed as the Chief Financial Officer of the Company with effect from November 18, 2024.

B. Changes Subsequent to the Close of the Financial Year

1. Ms. Anamika Gupta has resigned from the position of Chief Financial Officer of the Company with effect from July 07, 2025.

2. The Board of Directors has appointed Mr. Bhartendu Pratihasta as the Chief Financial Officer and designated him as a Key Managerial Personnel of the Company with effect from July 07, 2025.

20. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.

21. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.

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. The board also carried out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable to the company, prepared by the company and taking steps to rectify instances of non-compliances. (Annexure MI)

22. NUMBER OF MEETINGS OF THE BOARD

During the year, four (04) Board Meetings were convened by the Board of Directors as on 18.11.2024, 05.12.2024 and 30.01.2025. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Adequate Quorum was present in all the meetings as required by law.

Date of Meeting	Mrs. Bhawna Gupta	Mrs. Poonam Dhingra	Mrs. Mansi Gupta	Mrs. Sony Kumari
20.08.2024	Yes	Yes	Yes	Yes
18.11.2024	Yes	Yes	Yes	Yes
05.12.2024	Yes	Yes	Yes	Yes
30.01.2025	Yes	Yes	Yes	Yes

Note: The Company was undergoing a transition phase during the implementation of the approved Resolution Plan. As a result, the newly inducted management required a reasonable period of time to familiarize themselves with the operations, streamline processes, and put in place the necessary systems and controls to ensure smooth functioning of the Company in line with the objectives of the Resolution Plan.

23. COMMITTEES AND THEIR MEETINGS

A. Audit Committee

The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act,

2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Composition of Audit Committee as on 31.03.2025

S. NO. NAME OF THE MEMBER	DESIGNATION	CATEGORY
1. Mansi Gupta	Chairperson	Non- Executive Independent Director
2. Poonam Dhingra	Member	Non- Executive Independent Director
3. Bhawna Gupta	Member	Executive Director

The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process, reviewing the financial statements and recommending the appointment of Auditors. All the recommendations made by Audit Committee were accepted.

During the year four (04) Audit Committee Meetings were held.

Date of Meeting	Mansi Gupta	Poonam Dhingra	Bhawna Gupta
20.08.2024	YES	YES	YES
18.11.2024	YES	YES	YES
05.12.2024	YES	YES	YES
30.01.2025	YES	YES	YES

Note: The Company was undergoing a transition phase during the implementation of the approved Resolution Plan. As a result, the newly inducted management required a reasonable period of time to familiarize themselves with the operations, streamline processes, and put in place the necessary systems and controls to ensure smooth functioning of the Company in line with the objectives of the Resolution Plan.

B. Nomination and Remuneration Committee

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation etc.

Composition of Nomination and Remuneration Committee as on 31.03.2025

S. NO. NAME OF THE MEMBER	DESIGNATION	CATEGORY
1. Poonam Dhingra	Chairperson	Non- Executive Independent Director
2. Mansi Gupta	Member	Non- Executive Independent Director
3. Sony Kumari	Member	Non- Executive Independent Director

During the year one Nomination and Remuneration Committee Meetings were held.

Date of Meeting	Poonam Dhingra	Mansi Gupta	Sony Kumari
18.11.2024	YES	YES	YES

Note: The Company was undergoing a transition phase during the implementation of the approved Resolution Plan. As a result, the newly inducted management required a reasonable period of time to familiarize themselves with the operations, streamline processes, and put in place the necessary systems and controls to ensure smooth functioning of the Company in line with the objectives of the Resolution Plan.

C. Stakeholders Relationship Committee

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

Composition of Stakeholder Relationship Committee as on 31.03.2025

S. NO. NAME OF THE MEMBER	DESIGNATION	CATEGORY
1. Mrs. Poonam Dhingra	Chairperson	Non- Executive Independent Director
2. Mrs. Mansi Gupta	Member	Non- Executive Independent Director
3. Mrs. Bhawna Gupta	Member	Executive Director

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the year one meeting of Stakeholders Relationship Committee Meetings were held.

Date of Meeting	Poonam Dhingra	Mansi Gupta	Bhawna Gupta
30.01.2025	YES	YES	YES

Note: The Company was undergoing a transition phase during the implementation of the approved Resolution Plan. As a result, the newly inducted management required a reasonable period of time to familiarize themselves with the operations, streamline processes, and put in place the necessary systems and controls to ensure smooth functioning of the Company in line with the objectives of the Resolution Plan.

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes in honesty, integrity, ethics, transparency and good conduct in its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically

24. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

Following the closure of the financial year 2024-25, the Company entered into a Share Purchase Agreement ("SPA") on April 12, 2025, to acquire 100% equity in Oniv Beverages Private Limited from its existing shareholders. The total consideration, not exceeding INR 5.00 crores, will be settled through the issuance/allotment of the Companys equity shares in exchange for the equity shares of Oniv Beverages Private Limited.

25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has no subsidiaries, Joint Venture Companies so there is no requirement of description of the performance of Subsidiaries and Joint Venture Companies.

26. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement and same is provided in this Annual Report.

27. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into contracts and arrangements with related parties and, in this regard AOC-2 is attached as (Annexure-IV).

28. CORPORATE GOVERNANCE CERTIFICATE

In terms of Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance as specified in Para C, D and E of Schedule V of the said Regulations are not applicable to the Company, as its paid-up equity share capital does not exceed ?10 Crores and its net worth does not exceed ?25 Crores, as on the last day of the previous financial year. Accordingly, the Report on Corporate Governance is not annexed to this Annual Report. However, the Company affirms that in the event its paid-up equity share capital or net worth exceeds the prescribed threshold limits in future, it shall comply with the applicable provisions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015.

29. HUMAN RESOURCES

The management maintains a healthy, respectful, and collaborative relationship with its officers and employees, fostering an environment of mutual trust, professionalism, and effective communication across all levels of the organization.

30. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed to this report.

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. EFFECT OF NCLT ORDER UNDER IBC

Pursuant to approval of Resolution Plan by Honble National Company Law Tribunal Bench Kolkata dated June 05, 2024, the management underwent change by fresh appointment of directors on the Board and Key Managerial Personnels for managing the affairs of company.

Further, new equity shares were allotted to the extent of 90 % of the paid-up equity share capital to Mr. Vikas Garg, the Successful Resolution Applicant and 10 % of the paid-up equity share capital to public shareholders on a prorata basis, proportionate to their existing shareholding as on the Record Date i.e. November 14, 2024.

In order to commence its trading operations on BSE Limited, the company applied for listing of shares with BSE Limited and received the listing approval of 34,57,160 equity shares on March 26, 2025. Furtherance to this, company applied for Corporate action of 34,57,160 equity shares with both the Depositories and awaiting Credit letter for the same, for its further submission with the Exchange for Trading approval.

We would like to brief that the trading on Exchange was suspended during the IBC process and shall continue to be suspended until receipt of afore mentioned Trading approval from the Exchange.

32. SEXUAL HARRASEMENT

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints. Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case was reported during the year under review, the details are as follows:

# The number of sexual harassment complaints received during the year: Nil

# The number of such complaints disposed of during the year: Nil

# The number of cases pending for a period exceeding ninety days: Nil

33. STATEMENT ON MATERNITY BENEFIT COMPLIANCE

Pursuant to the requirements introduced under the Companies (Accounts) Second Amendment Rules, 2025, the Company hereby confirms that it is in compliance with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company ensures that all eligible women employees are provided with the statutory maternity benefits, including leave entitlements, job protection, and other prescribed facilities, in accordance with the Act. Internal processes and policies have been aligned to support maternity rights, promote workplace inclusivity, and ensure adherence to all legal obligations under the Act.

34. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).

35. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

36. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

37. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it is applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)as and when they are made mandatory.

38. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board, Key Managerial Personnel, Senior Management of the Company and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Companys website www.Carnation.org.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. (Annexure V)

39. ANNUAL LISTING FEES

The Company is listed on BSE Limited (BSE) and Calcutta Stock Exchange Limited.

40. EXECUTIVE DIRECTOR/CFO CERTIFICATE

As required by the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate from Executive Director (Whole-time Director)/CFO had been obtained in accordance with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of this report as Annexure-VI.

41. DEMATERIALIZATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities and Exchange Board of India (SEBI) directives, the transactions of the Companys shares must be compulsorily in dematerialized form. Your Company had entered into agreements with National Securities Depository Ltd. and Central Depository Services (India) Ltd. to facilitate holding and trading of shares in electronic form. Shareholders holding shares in physical form are requested to convert their holding into dematerialized form. Shareholders may utilize the nomination facility available by sending duly filled form prescribed to our Registrar and Share Transfer Agent, M/s. R & D Infotech Private Limited. Your Companys equity shares are listed with BSE Limited and Calcutta Stock Exchange Limited.

42. SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of the Company to approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned within two weeks. All request for dematerialization of shares is processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15 days.

43. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the company informed the members that:

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

B. 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 at the end of the financial year and of the profit and loss of the company for that period;

C. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

D. The directors had prepared the annual accounts on a going concern basis; and

E. 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.

44. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

Carnation Industries Ltd was acquired through a resolution plan under IBC, approval of which was received from the NCLT on June 05, 2024.

46. THE 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 THE FINANCIAL YEAR:

Not applicable during the financial year.

47. CAUTIONARY NOTE

The statements forming part of the Boards Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

48. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

	For and on behalf of the Board
	CARNATION INDUSTRIES LIMITED
	Bhawna Gupta
Date: 05.09.2025	Director
Place: Delhi	DIN:10101543