To,
The Members,
CLC Industries Limited
The Board of Directors are delighted to present the 34 th Annual Report on the business and operations of CLC Industries Limited ( the Company ) along with the summary of standalone financial statements for the year ended March 31, 2026. In compliance with the applicable provisions of the Companies Act, 2013, ( the Act ), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ), this Board s Report is prepared based on the standalone financial statements of the Company for the year under review and also presents the key highlights of performance of the Company for the year under review.
1. FINANCIAL RESULTS AND STATE OF AFFAIRS:
The Summary of the operational and financial performance of the Company for the financial year ended 31 st March, 2026 (compared to the previous year ended on 31 st March, 2025) as follows:
( Rs. in lakhs except EPS)
| Particulars | 2025-26 | 2024-25 |
| Revenue from operation | 39581.15 | 6162.30 |
| Other Income | 615.42 | 1045.55 |
| Profit /(Loss) before finance cost, depreciation and amortization | 50.68 | -3945.09 |
| Finance cost | 565.44 | 329.20 |
| Profit/(Loss) before depreciation and amortization | -514.76 | -4274.29 |
| Depreciation and amortization | 361.73 | 350.53 |
| Profit/(Loss) before tax | -876.49 | -4624.82 |
| Tax Expenses | 0 | 0 |
| Net Profit/(Loss) for the period | -876.49 | -4624.82 |
| EPS (Basic & Diluted) Rs. | -44.49 | -8.43 |
2. CHANGE IN SHARE CAPITAL:
During the year under review, the Company has not issued any shares. The Company has not issued any shares with differential voting rights or sweat equity or granted stock options.
3. DIVIDEND:
The Board of Directors does not recommend dividend for the Financial Year ended on 31 st March, 2026 in view of losses suffered by the Company for the year under review.
4. TRANSFER TO RESERVES:
The Board of Directors of your Company has not transferred any amount to reserves during the financial year ended 31 st March, 2026. Accordingly, no reserve has been created or
appropriated for the said financial year.
5. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:
The Company does not have any subsidiary, associate or joint venture during the financial year 2025-26 as well as at the beginning or closing of the financial year. Therefore, the financial statement is prepared on standalone basis and not required to prepare on consolidated basis and the requirement for disclosure in the Form AOC-1 is not applicable.
6. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c)(v) of the Act, the Board of Directors confirm that:
(a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for that period;
(c) they have 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) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
7. BOARD OF DIRECTORS, THEIR MEETINGS & KMP(s):
The Board of Directors of the Company consists of individuals with strong experience, - ¦ integrity and leadership capabilities. The Directors bring valuable financial knowledge and strategic understanding to the Board. They are committed to the Company and devote adequate time to Board meetings and their preparation. As on March 31, 2026, the Board comprised of 6 Directors, including 3 Independent Directors including one Women Independent Director, 3 Executive Non-Independent Director. Details of the Board composition are provided in the Corporate Governance Report, which forms part of this Annual Report.
Change in Directors and Key Managerial Personnel:
There is no change in constitution of Board of Directors during the year under review.
Key Managerial Personnel:
Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Companies Act, 2013 read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31, 2026 are, Mr. Sanchit Singh Rajpal, Managing
Director, Mr. Shrutisheel Jhanwar, Whole-time Director & Chief Financial Officer and Mrs. Koyal Gehani, Company Secretary & Compliance Officer.
Board Independence:
Our definition of Independence of Directors is derived from Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following independent directors:
(i) Mr. Gautam Nandawat (DIN:02601413)
(ii) Mrs. Satinder Kaaur (DIN:10283851)
(iii) Mr. Amit Ramanlal Bhandari (DIN:10666532)
As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation. No alternate Director has been appointed during the period under review.
Declaration by the Independent Directors:
The Company has received necessary declarations from Independent Directors, under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (LODR)
Regulations, 2015.
Rotation:
At the forthcoming 34 th Annual General Meeting (AGM) of the Company, Mr. Shrutisheel Jhanwar (DIN: 03582803) retires by rotation and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013 ( the Act ), and Articles of Association of the Company. The Board recommends his re-appointment. Brief resume, nature of expertise and details of directorship held in other companies of Mr. Shrutisheel Jhanwar, should be reappointed in the Notice of the Ensuing Annual General Meeting (AGM), as stated under Secretarial Standard 2 and Regulation 36 of the SEBI (LODR) Regulations, 2015.
None of the Directors are disqualified from being appointed or holding office as Directors as stipulated under Section 164(2) of the Companies Act, 2013.
Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 10th March, 2026 to review
the performance of Non-Independent Directors (including the Chairman) and the entire Board. Board s Evaluation of the Performance:
In compliance with the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, and that of its Committees and Individual Directors. Feedback was sought by way of a structured questionnaire covering various aspect of Board s functioning, such as adequacy of the Composition of the Board and its Committee, Board culture, execution and performance of specific duties obligations and governance. The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report, forming part of Director s Report.
Familiarization Program for the Independent Directors:
The Company provides opportunities for its directors to familiarize themselves with its operations, management, and values. This program enables directors to effectively contribute to the organization s growth and success. Quarterly Board Meetings feature presentations covering industry outlook, competition updates, company overview, operations, financial highlights, regulatory updates, and internal control over financial reporting. These updates not only keep Directors informed but also offer opportunities for interaction with the Management. Details of familiarization programs imparted during the financial year are in accordance with the requirements of the Listing Regulations are available on the Company s website which can be accessed at the weblink .
8. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) and Regulation 19 of SEBI Listing Regulation,2015 uploaded on company s website .
9. NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year ended 31st March, 2026, Six Board Meetings were held on the following dates: 10 May, 2025, 29 May, 2025, 30 July, 2025, 13 August, 2025, 14 November, 2025 and 22 January, 2026. For details of meetings and attendance of Directors of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.
10. MEETINGS OF THE MEMBERS:
The 33 rd AGM of the Company was held on Friday, 29 August, 2025 through audio-video conference/other audio-visual means.
The 34 th AGM of the Company will be held on Friday 11 th September, 2026 through audiovideo conference/other audio-visual means to discuss the business as stated in the AGM Notice.
11. COMMITTEES OF BOARD:
As required under the Act and the SEBI Listing Regulations, the Company has constituted the following statutory committees: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee such as terms of reference, composition and meetings held during the year under review for these committees are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
Audit Committee:
The details pertaining to the composition, meeting, attendance and others of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.
Nomination and Remuneration Committee:
The details pertaining to the composition, meeting, attendance and others of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which is a part of this report.
Stakeholders Relationship Committee:
The details pertaining to the composition, meeting, attendance and others of the Stakeholders Relationship Committee are included in the Corporate Governance Report, which is a part of this report.
12. AUDITORS AND THEIR REPORTS:
Statutory Auditor:
In terms of provisions of Companies Act 2013 read with Companies (Audit & Auditors) Rules _ 2014; M/s. Ashok R. Majethia & Co., Chartered Accountants (Firm Registration No.
127769W), have been appointed as Statutory Auditors for the first term of 5 consecutive years by the shareholders with effect from the conclusion of 31 st Annual General Meeting till the conclusion of 36 th Annual General Meeting.
As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has ^confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
There are no cases of fraud detected and reported by the Auditor under Section 143(12) during the Financial Year. The auditors have not reported any fraud during the year and hence information under Section 134(3) (ca) may be treated as NIL.
The Statutory Auditors Reports on the Annual Audited Standalone Financial Statements for the FY 2025-26 forms part of this Annual Report and is unmodified i.e., they do not contain any qualification, reservation, or adverse remark or disclaimer.
The Company has also received a certificate from M/s. Ashok R. Majethia & Co., Chartered Accountants confirming their eligibility to continue as Statutory Auditors in accordance with the provision of Sections 139 and 141 of the Act read with Rules framed thereunder.
Cost Auditor:
The Company is required to maintain cost records as specified under Section 148 of the Act and such accounts and records are made and maintained by the Company for the FY 2025- 26.There is no requirement to appoint Cost Auditor during the financial year under review.
Secretarial Auditor:
The Members at the 33 rd Annual General Meeting held on 29 th August, 2025 appointed M/s Ajit Kumar & Associates, Practicing Company Secretaries, (FCS Number: 9320 and Certificate of Practice Number: 10990) as Secretarial Auditors of the Company for the term of 5 (five) consecutive years commencing from FY 2025-2026 to FY 2029-2030 as mentioned under Section 204 of Companies Act, 2013 and 24 (A) of SEBI (LODR), 2015.
The Secretarial Audit Report for the Financial Year ended 31 st March, 2026, is annexed herewith to this Board s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
The Secretarial Auditors have confirmed that they have subj ected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company during the financial year under review, as the Company did not meet the prescribed threshold limits of net worth, turnover or net profit during the immediately preceding financial year. Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee or undertake CSR activities during the year. Hence, the disclosure relating to CSR under the said provisions is not applicable and no Annual Report on CSR activities is annexed to this Report. The policy on CSR as approved by the Board of Directors is also hosted on the website of the Company and can be accessed from web link:
14. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has in place internal financial control systems commensurate with the size, nature and complexity of its operations ensuring proper recording of financials and monitoring of operational effectiveness and efficient conduct of its business including adherence to the Company s Policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and compliance of various applicable regulatory and statutory requirements.
The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Control System. Based on their report, corrective actions are undertaken by the concerned departments and thereby strengthen the Controls. Significant audit observations corrective measures and actions thereon are presented to the Audit Committee of the Board. During the year such controls were tested and no reportable material weaknesses were observed.
15. RISK MANAGEMENT:
The Company has in place mechanism to inform Board Members about the Risk Assessment and Risk Minimization procedures which are periodically reviewed to ensure that risks and uncertainties are systematically identified, prioritized and initiated on constant basis.
The risk management procedure is reviewed by the Audit Committee from time to time to ensure that the executive management controls the risks and uncertainties through a proper defined framework and major risks, are properly and systematically addressed through mitigation actions on continuing basis.
16. BUSINESS RESPONSIBILITY REPORT:
Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an ESG is not applicable to the Company, for the financial year 2025-26 as per the SEBI Notification dated 22 nd December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 29 th January, 2016.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has in place a Whistle Blower Policy, as a part of Vigil Mechanism to provide appropriate avenues to the Directors, employees and other Stakeholders of the Company to bring to the attention of the Management any issue which is perceived to be in violation of or in conflict with the Code of conduct, business ethnic values, principles and beliefs of the Company. The established Vigil Mechanism helps to report concerns about any unethical conduct, suspension of fraud, financial malpractices or any unhealthy practice prevalent in the Company.
The said Vigil Mechanism provides for adequate safeguards against victimization of persons who use such mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of this Policy are available on the Company s website: http: // . com/disclosure .php.
18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of any Body Corporate pursuant to Section 186 of the Companies Act, 2013, during the financial year ended 31st March, 2026.
19. TRANSACTIONS WITH RELATED PARTIES:
All related party transactions that were entered during the financial year, were on the arm s length basis and were in the ordinary course of business and as per the provisions of section 188 of the Companies Act, 2013. Therefore, the disclosure requirement under Section 134(3)(h) of the Companies Act, 2013 read with Rules 8(2) of The Companies (Accounts) Rules 2014, in Form AOC-2 does not apply. All Related Party Transactions were placed before
the Audit Committee, Board and Shareholders for approval. A policy on the related party Transitions was framed & approved by the Board and posted on the Company s website at below link: .
However, you may refer to Related Party transactions, as per the Accounting Standards, in the Note No-44 forming part of financial statements.
20. WEB ADDRESS FOR ANNUAL RETURN AND OTHER POLICIES/ DOCUMENTS:
The Company has a fully functional website viz . All the Policies/documents are available on the website of the Company as per the statutory requirements. In terms of Section 92(3) read with Section 134(3)(a) of the Act and Rule 11& 12 of The Companies (Management and Administration) Rules, 2014 thereto, the Annual Return of the Company in Form MGT-7 for the financial year ended on 31st March, 2026 will be made available on the Website of the Company after Conclusion of the AGM in below link: http: // . com/disclosure .php.
21. PARTICULARS OF EMPLOYEES:
None of the employees of the Company was in receipt of remuneration, for the year or part of the year under review, in excess of the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time.
The information under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:
| Name | Remuneration Ratio to median ( Rs. in Lakhs) remuneration | % increase in remuneration in the financial year |
| *Non- Executive Directors: | ||
| Mr. Gautam Nandawat | - | - |
| Mr. Amit Ramanlal Bhandari | ||
| Mrs. Satinder Kaaur | - | - |
| Executive Directors: | ||
| #Mr. Bhupendra Singh Rajpal | ||
| #Mr. Sanchit Singh Rajpal | - | - |
| Mr. Shrutisheel Jhanwar | - | - |
| Chief Financial Officer: | ||
| Mr. Shrutisheel Jhanwar | 37.08 | 3.3 |
| Company Secretary: | ||
| Mrs. Koyal Gehani | 9.42 | 2.2 |
*Remuneration in the form of Sitting Fees to attend meetings as an Independent Director, hence unstated.
#Chairman and Managing Director have given waiver remuneration letter to the Board. Hence, no remuneration was being paid to them.
a) The percentage increase in the median remuneration of employees in the financial year is Nil.
b) The number of permanent employees on the rolls of Company are 21.
c) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Average % increase in the salary of employees other than Managerial Personnel: - Nil Average % increase/(Decrease) in the Salary of the Managerial Personnel: - Nil Increase in the managerial remuneration for the year was Nil.
d) The Company affirms that the remuneration is as per the remuneration policy of the Company.
22. DEPOSITS FROM PUBLIC:
Your Company has not accepted any deposit from the Public/Members under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014 during the year under review and there are no deposits pending with the Company as on the Balance Sheet closure date.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
In pursuant of section 134(3)(m) of the Companies Act, 2013 read together with Rule 8 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 2014, the relevant information is provided herein below:
| Current Year (2025-26) | Previous Year (2024-25) | |
| 1. CONSERVATION OF ENERGY: The steps taken or impact on conservation of energy: | The Company has taken various initiatives as listed below, for energy conservation: - Programmes for improving energy efficiency and energy productivity across all operations. Optimisation of equipment energy efficiency by analysing the energy data | Electrical Energy: - Reducing the maximum demand by evenly distributing the loads throughout the day and increasing efficiency of plant and equipment. Improving power factor by optimum choice of power factor improvement capacitors. Monitoring the overall energy consumption by reducing losses and improvement of efficiency of all Class A utilities. Fuel Oil Consumption: - The Company is carrying out at all its plants regular maintenance of steam lines/steam traps and user equipment to ensure high efficiency levels throughout the year. The new improvements are reviewed regularly and implemented wherever found suitable. |
| A: POWER & FUEL CONSUMPTION | ||
| 1. Electricity | ||
| a. Units Consumed (in Lacs) | 161.81 | - |
| Total Amount ( Rs.in Lacs) | 1513.41 | - |
| Avg. Rate/Unit (Amount in Rs.) | 09.35 | - |
| b. Generation | ||
| (I) Through Diesel generator | ||
| Unit ( Rs.In Lacs)\u2014 | - | - |
| Unit Per ltr. of diesel oil\u2014 | - | - |
| Cost / Unit ( Rs.) | - | - |
| (II) Through HFO Generator | ||
| Unit ( Rs.In Lacs)\u2014 | - | - |
| Unit Per ltr. of diesel oil, | - | - |
| Cost / Unit ( Rs.). | - | - |
| B. Consumption per unit of production | ||
| Electricity Unit per Kg. | 3.35 | - |
| TECHNOLOGY ABSORPTION | ||
| Efforts made in technology absorption | The Company has an inhouse Research and Development Department (R & D) which carries out activities such as product | a)The Company has an in-house Research and Development Department (R & D) which carries out activities such as product and quality |
| and quality improvement, development of new designs, new products, cost control and energy conservation. | improvement, development of new designs, new products, cost control and energy conservation. b) The Company has been developing inhouse modifications / improvements in process technology in its various manufacturing sections which, when found suitable, are integrated into the regular manufacturing operation. The benefits derived as a result of the above: - a) Quality improvement b) Energy Conservation c) The R & D activities have resulted into development of new designs and products. | |
| Expenditure incurred on R & D ( Rs. in Lacs) | - | - |
| 2. FOREIGN EXCHANGE EARN] | 1NGS AND OUTGO | |
| The details of foreign exchange earnings and outgo during the year are as under: | ||
| Earnings ( Rs. in Lacs) | - | - |
| Outgo: ( Rs. in Lacs) | - | - |
| Capital Goods | - | - |
| Recurring | - | - |
24. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no material change in the nature of business of P the Company.
25. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:
No material changes and commitments have occurred after the closure of the Financial Year 2025-26 till the date of this Report, which would affect the financial position of your Company.
26. INVESTORS EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, dividends remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are required to be transferred to the Investor Education and Protection Fund ( IEPF )
established by the Central Government. During the year under review, no amount and/or shares were due for transfer to the IEPF Authority. company s operations in future.
27. CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from Practicing Company Secretary, regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of SEBI (LODR), 2015 forms part of this Annual Report.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed analysis of your Companyy s performance is discussed in the Management Discussion and Analysis Report, as stipulated under Regulation 34 (d) of SEBI (LODR), 2015 forms part of this Annual Report.
29. MATERNITY BENEFITS:
The Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961, and has established appropriate policies, systems, and processes to ensure continuous adherence to statutory requirements.
30. CREDIT RATING OF SECURITIES:
The Company has not obtained any credit rating of its securities.
31. SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in accordance with the - ¦ provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, to provide a safe and harassment-free workplace for all employees. The Company ensures a zero-tolerance approach towards sexual harassment at the workplace.
An Internal Complaints Committee ( ICC ) has been constituted in compliance with the provisions of the said Act to redress complaints relating to sexual harassment. All employees including permanent, contractual, temporary employees and trainees are covered under the said Policy of Prevention of Sexual Harassment.
During the financial year 2025-26, the details of complaints received and disposed of areas under:
a) Number of complaints of sexual harassment received: NIL
b) Number of complaints disposed of during the year: NIL
c) Number of cases pending for more than 90 days: NIL
33. DEPOSITORY SYSTEMS:
The Company s Shares are currently traded in dematerialized form, as per the SEBI directives and the Company has entered into agreements with the following Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), for trading in dematerialized form.
As on 31 st March, 2026, 1,03,94,680 Equity Shares, constituting 100% of the Company s total paid-up Equity Share Capital, were held in dematerialized form. During Corporate action of Capital reduction, 4869 equity shares have transferred to the escrow account of those shareholders who holds shares in physical mode.
34. INDUSTRIAL RELATIONS:
The industrial relations prevailing in the Company remained cordial and harmonious throughout the year under review. The Management continues to maintain healthy, constructive and mutually beneficial relationships with its employees at all levels.
35. SCORES (SEBI COMPLAINTS REDRESSAL SYSTEM):
SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge compliant against a company for his grievance. The Company uploads the action taken on the complaint which can be viewed by the shareholder. The Company and shareholder can seek and provide clarifications online through SEBI.
Dispute Resolution Mechanism SEBI has vide its circular no. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/76 dated May 30, 2022, issued a Standard Operating Procedure ( SOP ) for dispute resolution under the Stock Exchange Arbitration Mechanism for disputes between a listed Company and/ or registrars to an issue and share transfer agents and its shareholders(s)/investors(s). The Company has complied with the same and is accessible on the website of the Company at .
Online Dispute Resolution Portal ( ODR Portal ) A Mechanism to streamline and strengthen the existing dispute resolution in the Indian Securities Market, SEBI vide Circular No. SEBI/HO/OIAE/OIAE_IAD-3/P/ CIR/2023/195 dated July 31, 2023 (updated as on December 20, 2023), introduced the ODR Portal. This mechanism enhanced the degree of regulatory supervision by SEBI over disputes between aggrieved parties to the dispute. Pursuant to above mentioned circulars, the aggrieved party can initiate the mechanism through the ODR Portal, after exercising the primary options to resolve the issue directly with the Company and through the SCORES platform.
36. CAUTIONARY STATEMENT:
Statements in the Director s Report and the Management Discussion & Analysis describing Company s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future
performance and outlook.
37. GENERAL:
Your directors state that no disclosure and/or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
Payment of remuneration or commission from any of its subsidiary company to the Managing Director/ Whole Time Director of the Company, as there is no subsidiary company of the Company.
Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
One time settlement of loan obtained from the banks or financial institutions.
a. There was no revision of financial statements and Board s Report of the Company during the year under review.
b. Issue of equity shares with differential rights as to dividend, voting or otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;
ACKNOWLEDGEMENTS
Your directors place on records their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, government as well as non-government authorities, customers, vendors, stock exchange and members during the period under review.
Your Company takes pride in all of its dedicated officers, employees and workers, who have been wholeheartedly supporting and sincerely contributing their best for the success and growth of your Company as well as maintaining harmonious relations throughout the Company.
| On behalf of the Board of Directors Sd/- Bhupendra Singh Rajpal Chairman DIN:00311202 Place: Chhatrapati Sambhajinagar Date: 7 th August, 2026 |
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