<dhhead-BOARDS REPORT</dhhead-
To,
The Members,
Chandrima Mercantiles Limited
Your directors present the 44th Boards Report on the Business and Operations of the Company together with the Audited Financial Statement and the Auditors Report for the Financial Year ended on 31st March, 2026.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended on 31st March, 2026 and for the previous financial year ended on 31st March, 2025 is given below:
| Particulars | 2025-26 | 2024-25 |
| Revenue from Operations | 7,753.63 | 2919.30 |
| Other Income | 25.29 | 0.08 |
| T otal Revenue | 7,778.92 | 2919.38 |
| Total Expenses | 7,278.83 | 2850.86 |
| Profit / Loss before Exceptional Items and Tax Expenses | 500.09 | 69.17 |
| Add / Less: Exceptional and Extra Ordinary Items | 0.00 | 0.00 |
| Profit / Loss before Tax Expenses | 500.09 | 69.17 |
| Less: Tax Expense | ||
| Current Tax | 99.77 | 0.00 |
| Deferred Tax | 0.00 | (3.77) |
| Profit / Loss for the Period | 400.33 | 72.94 |
2. OPERATIONS:
Total Revenue for Financial Year 2025-26 is Rs. 7,778.92 Lakhs compared to the total revenue of Rs. 2,919.38 Lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2025-26 of Rs. 500.09 Lakhs as compared to Profit before tax for the Financial Year 2024-25 of Rs. 69.17 Lakhs. Net Profit for the Financial Year 2025-26 is Rs. 400.33 Lakhs Compared to the Net Profit for the Financial Year 2024-25 is Rs. 72.94 Lakhs. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.
3. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the Financial Year 2025-26 there was no changes in nature of Business of the Company.
4. SHARE CAPITAL:
Authorised Share Capital:
The Authorised Share Capital of the Company as on 31st March, 2026 is Rs. 33,32,00,000/- (Rupees Thirty-Three Crores Thirty-Two Lakhs Only) divided into 33,32,00,000/- (Thirty-Three Crores Thirty- Two Lakhs Only) Equity shares of face value of ^ 1/- (One Only) each of the Company.
During the year under review, the Authorised Share Capital increased as follows:
1. The Board of Directors of the Company, at its meeting held on 19th May, 2025, approved the sub- division/split of the existing Equity Shares of the Company having a face value of ^10/- (Rupees Ten Only) each into Equity Shares having a face value of ^1/- (Rupee One Only) each, subject to the approval of the Members of the Company.
Consequently, pursuant to the sub-division of the Equity Shares, approval of the Members was sought for the alteration of Clause V of the Memorandum of Association of the Company relating to the Authorised Share Capital. The Members of the Company, at the Extra-Ordinary General Meeting held on 26th July, 2025, approved the alteration of Clause V of the Memorandum of Association and the consequential reclassification of the Authorised Equity Share Capital.
Accordingly, the Authorised Equity Share Capital of the Company, which was earlier ^22,25,00,000/- (Rupees Twenty-Two Crores Twenty-Five Lakhs Only), divided into 2,22,50,000 (Two Crores Twenty-Two Lakhs Fifty Thousand) Equity Shares of ^10/- (Rupees Ten Only) each, shall, pursuant to the sub-division, comprise ^22,25,00,000/- (Rupees Twenty-Two Crores Twenty- Five Lakhs Only), divided into 22,25,00,000 (Twenty-Two Crores Twenty-Five Lakhs) Equity Shares of ^1/- (Rupee One Only) each.
2. The Board of Directors of the Company, at its meeting held on 29th August, 2025, approved the increase in the Authorised Equity Share Capital of the Company from ^22,25,00,000/- (Rupees Twenty-Two Crores Twenty-Five Lakhs Only), comprising 22,25,00,000 (Twenty-Two Crores Twenty-Five Lakhs) Equity Shares of ^ 1/- (Rupee One Only) each, to ^33,32,00,000/- (Rupees Thirty-Three Crores Thirty-Two Lakhs Only), comprising 33,32,00,000 (Thirty-Three Crores Thirty-Two Lakhs) Equity Shares of ^ 1/- (Rupee One Only) each, subject to the approval of the Members of the Company at the ensuing Annual General Meeting.
Consequently, the Authorised Share Capital of the Company was increased from ^22,25,00,000/- (Rupees Twenty-Two Crores Twenty-Five Lakhs Only), comprising 22,25,00,000 (Twenty-Two Crores Twenty-Five Lakhs) Equity Shares of ^ 1/- (Rupee One Only) each, to ^33,32,00,000/- (Rupees Thirty-Three Crores Thirty-Two Lakhs Only), comprising 33,32,00,000 (Thirty-Three Crores Thirty-Two Lakhs) Equity Shares of ^ 1/- (Rupee One Only) each. Accordingly, the consequential alteration in Clause V of the Memorandum of Association of the Company was duly approved by the Members at the 43rd Annual General Meeting of the Company held on 30th September, 2025.
Paid up Share Capital:
The Companys paid-up share capital as on 31st March, 2026 is Rs. 33,31,69,500 (Rupees Thirty-Three
Crores Thirty-One Lakhs Sixty-Nine Thousand Five Hundreds Only) divided into 33,31,69,500 (Thirty-
Three Crores Thirty-One Lakhs Sixty-Nine Thousand Five Hundreds) equity shares of face value of ^ 1/-
(Rupee One Only) each of the Company.
During the year under review, the Paid-up Equity Share Capital increased as follows:
1. The Board of Directors of the Company, at its meeting held on 19th May, 2025, approved the sub- division/split of the existing Equity Shares of the Company having a face value of ^10/- (Rupees Ten Only) each into Equity Shares having a face value of ^1/- (Rupee One Only) each, subject to the approval of the Members of the Company.
Consequently, the sub-division of the Equity Shares of the Company was approved by the Members at the Extra-Ordinary General Meeting held on 26th July, 2025. Pursuant to the said sub-division, the face value of the Equity Shares of the Company was sub-divided from ^10/- (Rupees Ten Only) each to ^ 1/- (Rupee One Only) each. Accordingly, the paid-up Equity Share Capital of the Company remained unchanged at ^22,21,13,000/- (Rupees Twenty-Two Crores Twenty-One Lakhs Thirteen Thousand Only), while the number of Equity Shares increased from 2,22,11,300 (Two Crores Twenty-Two Lakhs Eleven Thousand Three Hundred) Equity Shares of ^10/- (Rupees Ten Only) each to 22,21,13,000 (Twenty-Two Crores Twenty-One Lakhs Thirteen Thousand) Equity Shares of ^ 1/- (Rupee One Only) each.
2. The Board of Directors of the Company, at its meeting held on 29th August, 2025, approved the proposal for issue of Bonus Equity Shares in the proportion of 1 (One) new fully paid-up Equity Share of ^ 1/- (Rupee One Only) each for every 2 (Two) existing fully paid-up Equity Shares of ^ 1/- (Rupee One Only) each held by the Members of the Company as on the Record Date, to be determined by the Board of Directors, subject to the approval of the Members of the Company at the ensuing General Meeting.
Consequently, the approval of the shareholders was accorded at the 43rd Annual General Meeting
held on 30th September, 2025 to capitalise a sum not exceeding ^ 11,10,56,500/- (Rupees Eleven Crores Ten Lakhs Fifty-Six Thousand Five Hundred Only) from the Securities Premium Account of the Company for the purpose of issuance of Bonus Equity Shares of ^ 1.00/- (Rupee One Only) each, credited as fully paid-up, to the holders of the existing Equity Shares of the Company whose names appear in the Register of Members as on the "Record Date" to be determined by the Board, in the proportion of 1 (One) new Equity Share for every 2 (Two) existing fully paid-up Equity Shares held by the Members.
Pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company fixed Thursday, 9th October, 2025, as the Record Date for the purpose of determining the eligibility of shareholders entitled to the issuance of Bonus Equity Shares of the Company, in the proportion of 1 (One) Bonus Equity Share of ^ 1.00/- each for every 2 (Two) existing Equity Shares of ^ 1.00/- each.
The Board of Directors, at its meeting held on 10th October, 2025, considered and approved the allotment of 11,10,56,500 (Eleven Crores Ten Lakhs Fifty-Six Thousand Five Hundred) fully paid- up Bonus Equity Shares of Re. 1.00/- (Rupee One Only) each in the ratio of 1:2 (i.e., 1 (One) Equity Share of ^ 1.00/- (Rupee One Only) each for every 2 (Two) Equity Shares of Re. 1.00/- (Rupee One Only) each held by the shareholders of the Company as on the Record Date, i.e., 9th October, 2025. Consequently, the paid-up share capital increased from ^ 22,21,13,000/- (Rupees Twenty-Two Crores Twenty-One Lakhs Thirteen Thousand Only) divided into 22,21,13,000 (Twenty-Two Crores Twenty-One Lakhs Thirteen Thousand) Equity Shares of ^ 1/- (Rupee One Only) each to ^ 33,31,69,500/- (Rupees Thirty-Three Crores Thirty-One Lakhs Sixty-Nine Thousand Five Hundred Only) divided into 33,31,69,500 (Thirty-Three Crores Thirty-One Lakhs Sixty-Nine Thousand Five Hundred) Equity Shares of ^ 1/- (Rupee One Only) each.
5. DIVIDEND:
To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the Financial Year 2025-26 (Previous year - Nil).
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.
7. TRANSFER TO RESERVES:
The Profit of the Company for the Financial Year ending on 31st March, 2026 is transferred to profit and loss account of the Company under Reserves and Surplus.
8. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website at www.chandrimamercantiles.co.in
9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
SEBI had passed Adjudication Order Under Section 15-I of The Securities and Exchange Board of India Act, 1992 Read With Rule 5 of SEBI (Procedure For Holding Inquiry And Imposing Penalties) Rules, 1995, In Respect of price and volume manipulation in the scrip of Quasar India Limited. The Order was passed on 31st October, 2025. Company has filled their reply to this order and the matter is under process.
11. MEETINGS OF THE BOARD OF DIRECTORS:
The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 11 (Eleven) times viz. 21st April, 2025, 19th May, 2025, 4th July, 2025, 14th August, 2025, 29th August, 2025, 10th October, 2025, 14th November, 2025, 22nd November, 2025, 6th January, 2026, 20th January, 2026 and 14th February, 2026.
12. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:
a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2026 the applicable accounting standards have been followed and there is no material departure from the same;
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 financial year and of the profit of the Company for the financial year ended on 31st March, 2026.
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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;
e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and
f. 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.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.
Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure - 1.
15. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.
16. VIGIL MECHANISM:
During the year under review, the Company did not accept any deposits from the public and not borrowed money from the Banks and Public Financial Institutions. Accordingly, provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 does not apply to the Company.
17. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.
18. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:
The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:
• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);
• Structure, composition, and role clarity of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board / Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.
The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
a) For Non-Executive & Independent Directors:
• Knowledge
• Professional Conduct
• Comply Secretarial Standard issued by ICSI Duties
• Role and functions
b) For Executive Directors:
• Performance as leader
• Evaluating Business Opportunity and analysis of Risk Reward Scenarios
• Key set investment goal
• Professional conduct and integrity
• Sharing of information with Board.
• Adherence applicable government law
The Directors expressed their satisfaction with the evaluation process.
19. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
During the year, no reportable material weakness was observed.
20. REPORTING OF FRAUDS BY THE AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT.2013:
The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review, all the Related Party Transactions were entered at arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.
Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Material Related Party Transactions ("material RPTs") require prior approval of the shareholders of the Company vide ordinary resolution.
The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at www.chandrimamercantiles.co.in .
As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.
23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
a) Vigil Mechanism / Whistle Blower Policy:
The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.
b) Business Conduct Policy:
The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.
24. RESERVES & SURPLUS:
| Sr. No. Particulars | Amount |
| Opening balance | 7,921.10 |
| 1. Add: Securities Premium Account | 112.87 |
| 2. Add: Profit / (Loss) during the year | 400.32 |
| 3. Add: Appropriations | - |
| 3. Add: Other Comprehensive Income | (811.35) |
| Total | 6,739.46 |
25. FOREIGN EXCHANGE EARNINGS AND OUTGO:
| Foreign exchange earnings and outgo | F.Y. 2025-26 | F.Y. 2024-25 |
| a. Foreign exchange earnings | Nil | Nil |
| b. CIF value of imports | Nil | Nil |
| c. Expenditure in foreign currency | Nil | Nil |
26. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.
27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.
28. DIRECTORS AND KEY MANAGERIALPERSONNEL:
The Directors and Key Managerial Personnel of the Company are summarized below as on date:
| Sr. No. Name | Designation | DIN/PAN |
| 1. Mr. Pranav Kamleshkumar Trivedi1 | Managing Director | 09218324 |
| 2. Mr. Dinesh Hareshbhai Gohel2 & 5 | Managing Director | 11061856 |
| 3. Mr. Chiragkumar Kiranbhai Prajapati6 | Managing Director | 11385719 |
| 4. Mr. Pranav Kamleshkumar Trivedi1 & 3 | Executive Director | 09218324 |
| 5. Mr. Pranav Kamleshkumar Trivedi3 & 7 | Non-Executive Director | 09218324 |
| 6. Mr. Arun Thakor4 | Non-Executive Director | 10804026 |
| 7. Mr. Dinesh Hareshbhai Gohel5 | Non-Executive Director | 11061856 |
| 8. Mr. Parin Shirishkumar Bhavsar8 | Independent Director | 09134264 |
| 9. Ms. Chetna | Independent Director | 08981045 |
| 10. Ms. Neha Singhal9 | Independent Director | 11766064 |
| 11. Mr. Pranav Kamleshkumar Trivedi1 | Chief Financial Officer | *****8856R |
| 12. Mr. Dinesh Hareshbhai Goel2 & 5 | Chief Financial Officer | *****0538M |
| 13. Mr. Chiragkumar Kiranbhai Prajapati6 | Chief Financial Officer | *****6399F |
| 14. Mr. Manish Daya | Company Secretary | *****5180L |
1. Change in Designation of Mr. Pranav Kamleshkumar Trivedi (DIN: 09218324) from the designation of Managing Director to Executive Director of the Company and Resigned from the post of Chief Financial Officer w.e.f. 21st April, 2025.
2. Appointment of Mr. Dinesh Hareshbhai Gohel (DIN: 11061856) as a Managing Director and Chief Financial Officer of the Company w.e.f. 21st April, 2025.
3. Change in Designation of Mr. Pranav Kamleshkumar Trivedi (09218324) from Executive Director to Non-Executive and Non-Independent Director & Chairman w.e.f. 4th July, 2025.
4. Resignation of Mr. Arun Thakor (DIN: 10804026) from the post of Non-Executive and Non-Independent Director of the Company w.e.f. 4th July, 2025.
5. Change in Designation of Mr. Dinesh Hareshbhai Gohel (DIN: 11061856) from Managing Director of the Company to Non-Executive Director of the Company and Resigned from the post of Chief Financial Officer w.e.f. 22nd November, 2025.
6. Appointment of Mr. Chiragkumar Kiranbhai Prajapati (DIN: 11385719) as a Managing Director and Chief Financial Officer of the Company w.e.f. 22nd November, 2025.
7. Resignation of Mr. Pranav Kamleshkumar Trivedi (DIN: 09218324) as Non-executive Non-Independent Director cum Chairperson of the Company w.e.f. 6th January, 2026.
8. Resignation of Mr. Parin Shirishkumar Bhavsar (DIN: 09134264) from the post of Non-Executive and Independent Director of the Company w.e.f. 12th August, 2026.
9. Appointment of Ms. Neha Singhal (DIN: 11766064) as an Additional Non-Executive Independent Director of the Company w.e.f. 12th August, 2026.
Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26 and till the date of Boards Report.
As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.
29. DECLARATION BY INDEPENDENT DIRECTORS:
Ms. Neha Singhal and Ms. Chetna Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be an Independent Director. They have also confirmed that they meet the requirement of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.
30. CORPORATE GOVERNANCE:
In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Auditors Certificate regarding Compliance to Corporate Governance requirements forms part of this Annual Report as Annexure - 3.
31. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.
32. AUDITORS:
A. Statutory Auditor:
M/s. M A A K & Associates, Chartered Accountants (FRN: 135024W), Ahmedabad was appointed as the Statutory Auditor of the Company to fill the casual vacancy caused by the resignation of M/s. V S S B & Associates., Chartered Accountants (FRN: 121356W), Ahmedabad.
Company has received a written confirmation from M/s. M A A K & Associates, Chartered Accountants (FRN: 135024W), Ahmedabad, to the effect that their appointment, if made, would satisfy the criteria provided in Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditor of your Company.
The Auditor have also furnished a declaration confirming their independence as well as their arms length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit Process.
The Auditors report for the Financial Year ended 31st March, 2026 has been issued with an unmodified opinion, by the Statutory Auditor.
B. Secretarial Auditor:
M/s. Jay Pandya and Associates, Company Secretaries, Ahmedabad, having FRN: S2024GJ963300, were appointed as the Secretarial Auditors of the Company by the Members at the Annual General Meeting held in 2025 for a period of five consecutive years commencing from the Financial Year 2025-26 up to the Financial Year 2029-30, pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report issued by M/s. Jay Pandya and Associates, Company Secretaries, Ahmedabad, having FRN: S2024GJ963300, for the Financial Year 2025-26 in Form No. MR-3 is annexed hereto as Annexure - 2 to this Report.
The Secretarial Auditors have not reported any frauds under Section 143(12) of the Companies Act, 2013.
33. DISCLOSURES:
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit committee as tabulated below, was held on 21st April, 2025, 29th August, 2025, 14th 10th October, 2025, 14th November, 2025, 22nd November, 2025, 20th January, 2026 and 14th February, 2026 the attendance records of the members of the Committee are as follows:
| Name | Status | No. of the Committee Meetings entitled | No. of the Committee Meetings attended |
| Ms. Chetna | Chairperson | 8 | 8 |
| Mr. Pranav Trivedi1 | Member | 1 | 1 |
| Mr. Parin Shirishkumar Bhavsar1 2 3 | Member | 8 | 8 |
| Mr. Dinesh Hareshbhai Gohel2 | Member | 7 | 7 |
| Ms. Neha Singhal4 | Member | NA | NA |
1. Mr. Pranav Trivedi resigned from the post of Member of the Audit Committee w.e.f. 21st April, 2026.
2. Mr. Dinesh Hareshbhai Gohel appointed as the Member of the Audit Committee w.e.f. 21st April, 2026.
3. Mr. Parin Shirishkumar Bhavsar resigned from the post of Member of the Audit Committee w.e.f. 12th August, 2026.
4. Ms. Neha Singhal appointed as the Member of the Audit Committee w.e.f. 12th August, 2026.
During the year all the recommendations made by the Audit Committee were accepted by the Board.
B. Composition of Nomination and Remuneration Committee:
During the year under review, meetings of members of Nomination and Remuneration committee as tabulated below, was held on 21st April, 2025, 19th May, 2025, 4th July, 2025, 22nd November, 2025, 6th January, 2026 and 20th January, 2026 the attendance records of the members of the Committee are as follows:
| Name | Status | No. of the Committee Meetings entitled | No. of the Committee Meetings attended |
| Ms. Chetna | Chairperson | 6 | 6 |
| Mr. Parin Shirishkumar Bhavsar4 | Member | 6 | 6 |
| Mr. Arun Thakor1 | Member | 3 | 3 |
| Mr. Pranav Trivedi2 | Member | 3 | 3 |
| Mr. Dinesh Hareshbhai Gohel3 | Member | 0 | 0 |
| Ms. Neha Singhal5 | Member | NA | NA |
1. Mr. Arun Thakor resigned from the post of Member of the Nomination and Remuneration Committee w.e.f. 4th July, 2025.
2. Mr. Pranav Trivedi appointed as the Member of the Nomination and Remuneration Committee w.e.f. 4th July, 2025. He resigned from the post of Member of the Nomination and Remuneration Committee w.e.f. 6th January, 2026.
3. Mr. Dinesh Hareshbhai Gohel appointed as the Member of the Nomination and Remuneration Committee w.e.f. 6th January, 2026.
4. Mr. Parin Shirishkumar Bhavsar resigned from the post of Member of the Nomination and Remuneration Committee w.e.f. 12th August, 2026.
5. Ms. Neha Singhal appointed as the Member of the Nomination and Remuneration Committee w.e.f. 12th August, 2026.
C. Composition of Stakeholders Relationship Committee:
During the year under review, meetings of members of Stakeholders Relationship committee as tabulated below, was held on 4th July, 2025 the attendance records of the members of the Committee are as follows:
| Name | Status | No. of the Committee Meetings entitled | No. of the Committee Meetings attended |
| Mr. Arun Thakor1 | Chairperson | 1 | 1 |
| Ms. Chetna | Member | 1 | 1 |
| Mr. Parin Shirishkumar Bhavsar4 | Member | 1 | 1 |
| Mr. Pranav Trivedi2 | Chairperson | 0 | 0 |
| Mr. Dinesh Haresbhai Gohel3 | Member | 0 | 0 |
| Ms. Neha Singhal5 | Member | NA | NA |
1. Mr. Arun Thakor resigned from the post of Member of the Stakeholders Relationship Committee w.e.f. 4th July, 2025.
2. Mr. Pranav Trivedi appointed as Member of the Stakeholders Relationship Committee w.e.f. 4th July, 2025. He resigned from the post of Member of the Stakeholders Relationship Committee w.e.f. 6th January, 2026.
3. Mr. Dinesh Hareshbhai Gohel appointed as Member of the Stakeholders Relationship Committee w.e.f. 6th January, 2026.
4. Mr. Parin Shirishkumar Bhavsar resigned from the post of Member of the Stakeholders Relationship Committee w.e.f. 12th August, 2026
5. Ms. Neha Singhal appointed as Member of the Stakeholders Relationship Committee w.e.f. 12th August, 2026.
34. INDEPENDENT DIRECTOR:
Separate meetings of the Independent Directors of the Company were held on 10th March, 2026 to discuss the agenda items as prescribed under applicable laws. All Independent Directors have attended the said meeting. In the opinion of the Board, all the Independent Directors fulfil the conditions of Independence as defined under the Companies Act, 2013 and SEBI (LODR), 2015 and are independent of the management of the Company.
35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT.2013:
The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.
The following No. of complaints received during the year:
1. Number of complaints received in the year: NIL
2. Number of complaints disposed off during the year: NIL
3. Number of cases pending during the year: NIL
36. DEMATERIALISATION OF EQUITY SHARES:
As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE371F01024. Presently shares are held in electronic.
37. INDUSTRIAL RELATIONS:
The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.
38. MAINTENANCE OF COST RECORDS:
The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.
39. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE:
During the year under review, there were no application made or any proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
40. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
i. Statutory Auditors Report:
The report of the Statutory Auditor has not made any adverse remark in their Audit Report except:
1. We have not been provided with the balance confirmation or any other details for the, trade payable, loans and advances, receivable/ payable shown in the books of accounts. In the absence of the same we are unable to confirm the balance and nature of transaction.
Reply:
The Board of Directors acknowledges the observation made by the Statutory Auditors regarding the non-availability of balance confirmations and other supporting details in respect of trade payables, loans and advances, and receivables/payables appearing in the books of accounts.
Based on the books of accounts and information presently available with the Company, the management is of the view that the balances reflected therein are appropriately recorded. The Company will continue to make necessary efforts to obtain confirmations and supporting documents and carry out reconciliation, wherever required. The Company is also taking appropriate steps to strengthen its accounting and documentation processes to ensure timely availability of such confirmations and records.
The Board further assures that adequate steps are being taken to strengthen the internal control and documentation framework so as to avoid such observations in the future.
2. We draw attention to the uncertainties relating to income tax notice received by company for which the ultimate outcome of these matters cannot be presently determined, and no provision has been made in the financial statements for any liability that may arise in this regard.
Reply:
The Board of Directors acknowledges the observation of the Statutory Auditors regarding the income tax notice received by the Company. The matter is currently under consideration with the concerned tax authorities and the Company is taking all necessary steps to appropriately respond to and resolve the matter.
ii. Secretarial Auditors Report:
The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:
1. The Company has not complied with the provisions of Regulation 47 of SEBI LODR Regulations with respect to Publication of Newspaper Advertisement and its intimation to the stock exchange for the Financial Results for the Year Ended 31st March, 2025.
Reply:
The Board clarifies that the newspaper advertisements for the mentioned matter were duly published. However, the copies were inadvertently misplaced. The Company is making efforts to retrieve the archived copies from the respective publication houses.
41. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Companys Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.chandrimamercantiles.co.in
42. STATE OF COMPANYS AFFAIRS:
Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.
43. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.
44. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.
45. ACKNOWLEDGEMENTS:
Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.
Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.
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1860-267-3000 / 7039-050-000
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+91 9892691696
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