Ceenik Exports India Ltd Directors Report

To,

The Members,

CEENIK EXPORTS (INDIA) LIMITED

The Board of Directors of the Company have great pleasure in presenting the 32nd Boards Report of the Company together with Audited Financial Results for the year ended March 31, 2026. This report states compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2026 is summarized as follows:

(Amount in lakhs)

Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	-	-
Other Income	215.93	1,602.28
Total Income	215.93	1,602.28
Employee Benefit Expenses	15.81	17.55
Financial Cost	96.40	132.52
Depreciation and amortization expenses	4.06	16.33
Other Expenses	1036.09	1,934.22
Total Expenses	1,152.36	2,100.62
Profit/(Loss) before Tax	(936.43)	(498.34)
Less: Exceptional items	-	-
Profit/(Loss) before Tax	(936.43)	(498.34)
Provision for Taxation (Net)	(4.39)	(3.15)
Profit/(Loss) after tax	(940.82)	(501.49)
Other Comprehensive income for the financial year		-
Total Comprehensive income/(loss) for the financial year	(940.82)	(501.49)
Earnings per Equity Share (^) - Face value of 10/- each	(23.40)	(12.47)

2. PRINCIPAL ACTIVITY AND FINANCIAL PERFORMANCE OVERVIEW:

PRINCIPAL ACTIVITY:

The principal activity of the Company was Manufacturing of garments however from end of last financial year, the Company discontinued the garment business. During the Financial Year, Company was earning income from other sources like Renting and leasing of property and Derivative trading business. Further, the Company vide Special Resolution passed through Postal Ballot on July 02, 2026 have altered the main objects of the Company enabling the Company to expand the scope of its business activities by undertaking proprietary trading and investment activities in various derivative instruments and by engaging in real estate development, redevelopment, construction, infrastructure development and allied activities.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total Income of Rs. 215.93 Lakhs for the year ended March 31, 2026 as against Rs. 1,602.28 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs (936.43) Lakhs for the year ended March 31, 2026 as compared to Rs (498.34) Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2026 stood at Rs (940.82) Lakhs as compared to Rs (501.49) Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Board of directors of the company has not recommended final Dividend for the financial year 2025-26.

Your Company has not transferred the profits for year ended March 31, 2026 to Reserves and Surplus.

4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

The Company has made material changes after end of financial year and till the approval of directors report by approval of shareholders through Postal Ballot notice circulated on 2nd June, 2026 and passed the resolution on 2nd July, 2026 are as follows:

1. Altered the main objects of the Company enabling the Company to expand the scope of its business activities by undertaking proprietary trading and investment activities in various derivative instruments and by engaging in real estate development, redevelopment, construction, infrastructure development and allied activities.

2. Regularize the appointment of Mr. Nitin Hingorani (DIN:07129497) as a director of the Company.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2026.

However, the Company vide Special Resolution passed through Postal Ballot on July 2, 2026 have altered the main objects of the Company enabling the Company to expand the scope of its business activities by undertaking proprietary trading and investment activities in various derivative instruments and by engaging in real estate development, redevelopment, construction, infrastructure development and allied activities.

7. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026 was Rs 7,50,00,000 /- (Rupees Seven Crore Fifty Lakhs) divided into 75,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2026 was Rs. 4,02,00,000 /- (Rupees Four Crore Two Lakhs Only) divided into 40,20,000 Shares of Rs. 10/- each.

CHANGES IN SHARE CAPITAL: There is no change in share capital of Company during the financial year March 31, 2026.

8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

As on March 31, 2026 the Company does not have Holding, Subsidiaries, Associate Company, and Joint Venture Company.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.

The present Directors of the Company are Mr. Narain Nanik Hingorani, Mr. Kavita Narain Hingorani, Ms. Vasantiben Mitesh Ambani, Mr. Vijay Anant Chavan, Mr. Soubhagya Ranjan Sahani, and Mr. Nitin Narain Hingorani.

Further during the year under review there are no changes regarding appointment/reappointment has been done in Management of Company, However Mr. Nitin Narain Hingorani was appointed as Additional Director on May 22, 2026 and regularized on July 2, 2026

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act however two Independent directors yet to complete the online proficiency self- assessment test as they have two years time period for completion of the same and company already ask them to complete online proficiency self-assessment test. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

11. BOARD AND COMMITTEE MEETING:

Number of Board Meetings:

During the financial year ended March 31, 2026, four (4) meetings of the Board of Directors were conducted in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

12. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee which has been established as a part of the better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Mr. Vijay Anant Chavan	Chairman
2.	Mr. Vasanti Mitesh Ambani	Member
3.	Mr. Narain Nanik Hingorani	Member

All the recommendation made by the Audit Committee in the financial year 2025-26 was approved by the Board.

Meeting of Audit Committee and Relevant Quorum:

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum for Audit Committee meeting shall either be two members or one third of the members of the Audit Committee, whichever is greater, with at least two Independent Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

During the year under review, the Company held 4 (Four) Audit Committee meetings.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Mr. Vijay Anant Chavan	Chairman
2.	Mr. Vasanti Mitesh Ambani	Member
3.	Ms. Kavita Narain Hingorani	Member

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, the Company held 1 (One) Nomination and Remuneration Committee meetings.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.

Composition of the Committee:

Sr. No.	Name	Designation
1.	Mr. Vijay Anant Chavan	Chairman
2.	Mr. Narain Nanik Hingorani	Member
3.	Ms. Kavita Narain Hingorani	Member

Meeting of Stakeholders Relationship Committee and Relevant Quorum:

The Stakeholders Relationship Committee shall meet once in a year. The quorum for a meeting of the Stakeholders Relationship Committee shall be two members present.

During the year under review, the Company held 5 (Five) Stakeholders Relationship Committee meeting.

13. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, Individual Directors including the Chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company www.ceenikexports.in

14. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the provisions of regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to the Company.

The company has duly filed Non-Applicability Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the exchange.

15. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is www.ceenikexports.in /

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

16. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

17. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.ceenikexports.in/

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

18. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

19. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

The Company has received orders from Regional Director (Western Region), Ministry of Corporate Affairs during the financial year under review as per details mentioned below:

1. Interim order under Section 441 of the Companies Act, 2013 in the matter of compounding of default under Section 139 of the Companies Act, 2013 pertaining to non-compliance relating to appointment/ratification of Statutory Auditors during the Financial Years 2015-16 to 2017-18.

2. Final Order under Section 441 of the Companies Act, 2013 in the matter of compounding of default under Section 139 of the Companies Act, 2013 pertaining to non-compliance relating to appointment/ratification of Statutory Auditors during the Financial Years 2015-16 to 2017-18.

Except above, no other order, whether significant and/ or material has been passed by any regulators, courts, tribunals impacting the going concern status and Companys operations in future.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE ACT

During the year, the Company has not entered into contracts or arrangements with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder.

21. AUDITORS:

STATUTORY AUDITORS

M/s. J. S. Uberoi & Co., Chartered Accountants (Firm Registration No. 111107W) were appointed as the statutory auditors of the Company at the 30th Annual General Meeting of the Company for a term of five consecutive years i.e. from the conclusion of 30th AGM, till the conclusion of 35th AGM in terms of provisions of section 139 of the Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year ended March 31, 2026, which forms part of this Report. Also, there is no qualifications, reservations or adverse remarks made by the M/s. J. S. Uberoi & Co., Statutory Auditor of Company in their Audit Report for the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates, Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as Annexure-II and forms part of this report.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr. Sunil Powar as the Internal Auditor of your Company for the year under review. The Internal Auditor conducts the internal audit of the functions and operations of the Company.

AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditors Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditors report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under review.

The notes on accounts referred to the Auditors Report are self-explanatory and therefore, do not call for any further explanation.

Secretarial Auditors Report: There are no qualifications, reservations or adverse remarks made by Statutory Auditors in the Auditors report.

22. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2026 is available on the Companys website www.ceenikexports.in.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management Discussion and Analysis Report in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed as a part of this report as Annexure - III.

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014:

[A] CONSERVATION OF ENERGY:

1. Steps taken and impact on conservation of energy: Not Applicable

2. Steps taken by the Company for utilizing alternate sources of energy: None

3. Capital investment on energy conservation equipment: None

[B] TECHNOLOGY ABSORPTION:

1. Efforts made towards technology absorption: There is no imported technologies

2. Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

3. Information regarding technology imported ruing the last three years: No Technology is imported

4. Expenditure incurred on Research and Development:

	Amt in Rs.
Particulars	2025-26
Capital	NIL
Recurring	NIL
Total:	NIL
Total R&D expenditure as a percentage of total turnover	N.A.

Further the Company has ceased its Garments and Textile business operations with effect from 1st April, 2025.

The details of Foreign Exchange Earnings and Outgo during the year are NIL.

25. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure IV which forms part of this Report.

26. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

27. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company has adopted IND AS and the financial statements for the year ended March 31, 2026 are prepared in accordance to the same.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaints Committee (‘ICC) constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

29. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

30. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31, 2026 and accordingly such accounts and records were not required to be maintained.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

32. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2025-26 will also be available on the Companys website www.ceenikexports.in

33. INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code 2016.

34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no transactions or events with respect to the one-time settlement with any bank or financial institution; hence no disclosure or reporting is required.

35. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (the Act), with respect to Directors Responsibility Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2026and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and, of the profits and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

36. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

	By the order of the Board
	For Ceenik Exports (India) Limited
	Sd/-
Place: Mumbai	(Narain Nanik Hingorani)
Date: 07/08/2026	Chairman & Managing Director
	DIN:00275453