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Clenon Enterprises Ltd Directors Report

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Oct 26, 2026|12:00:00 AM

Clenon Enterprises Ltd Share Price directors Report

Dear Members,

Your Companys Board of Directors are pleased to present the 35th Thirty Fifth Annual Report and Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The highlights of the Standalone Financial Results are as follows:

Rs.In Lakhs

Standalone Consolidated
Particulars 2025-26 2024-25 2025-26 2024-25
Revenue from Operations 353.69 0.00 353.69 0.00
Other Income 1.29 196.30 1.29 196.30
Total Income 354.98 196.30 354.98 196.30
Operating expenses 0.00 0.00 0.00 0.00
Other expenses 568.89 225.06 568.89 225.06
Operating Profit (213.91) (28.76) (213.91) (28.76)
Depreciation 23.70 23.70 23.70 23.70
Interest 2.17 18.39 2.17 18.39
Profit Before Tax (239.78) (70.85) (239.78) (70.85)
Tax Expenses 0.00 0.00 0.00 0.00
Profit for the year (239.78) (70.85) (239.78) (70.85)
Other Comprehensive Income 0.00 0.00 0.00 0.00
Total Comprehensive Income for the year 0.00 0.00 0.00 0.00
Earnings per Equity Share - Basic (2.19) (0.82) (2.19) (0.82)
Earnings per Equity Share - Diluted (2.19) (0.82) (2.19) (0.82)
Other Equity (including retained earnings) (239.78) (70.85) (239.78) (70.85)
Cash and Cash Equivalents and Investments (excluding customer collection accounts & lien deposits and including subsidiary investments in the case of standalone) 175.78 167.16 181.73 167.16

1. Overview of Performance

During the financial year under review, the Company commenced revenue-generating operations and recorded Revenue from Operations of 353.69 lakhs, as against nil revenue in the previous financial year. This marks a significant milestone in the Companys operational journey and reflects the commencement of its business activities.

Despite the increase in operating revenue, the Company reported a Loss Before Tax of 239.78 lakhs for FY 2025-26 as compared to 70.86 lakhs in the previous financial year. The higher loss is primarily attributable to increased operational and business development expenses incurred during the restructuring and scale-up phase of the Companys operations. Consequently, the Basic Earnings per Share (EPS) stood at (2.19) as against (0.82) in the previous financial year.

The successful completion of the CIRP process has provided Clenon Enterprises with a fresh start and an opportunity to rebuild its business operations. The Companys emergence from insolvency represents a significant milestone in Indian corporate restructuring, demonstrating the effectiveness of the Insolvency and Bankruptcy Code, 2016 in providing distressed companies with a viable recovery mechanism.

During the year, the Company focused on stabilizing its financial position. The substantial improvement in cash and cash equivalents to Rs. 175.78 lakhs from Rs. 167.16 lakhs in the previous year indicates enhanced liquidity management and potential capital infusion, providing the Company with the necessary resources to pursue its business revival strategy.

Moving forward, the Company is expected to focus on developing its core business activities, improving operational efficiency, and establishing revenue streams. The management remains committed to transforming the Company into a viable business entity while maintaining transparency and governance standards expected of a listed company. The Companys journey from insolvency to recovery serves as a testament to the potential for corporate revival under the Indian bankruptcy framework.

2. SHARE CAPITAL

The Authorized Share Capital of the Company at the beginning of the financial year was Rs. 34,00,00,000 and remains unchanged at Rs. 34,00,00,000 as of March 31, 2026. The Company has not undertaken any enhancement in its authorized share capital during FY 2025-26.

As on March 31, 2026, the Companys issued and paid-up equity share capital stood at Rs. 10,94,03,160 as compared to Rs. 8,61,53,160 as on March 31, 2025.

During the year under review, the Board of Directors, at its meeting held on December 30, 2025, approved the allotment of 23,25,000 equity shares to strategic investors under the public category, pursuant to the Resolution Plan approved by the Honble National Company Law Tribunal (NCLT) vide its Order dated March 24, 2023. The said allotment was carried out in accordance with the terms of the approved Resolution Plan and resulted in an increase in the Companys paid-up equity share capital during the financial year.

3. RESERVES

During the reporting period the Company does not propose to transfer any amount to the Reserves.

4. DIVIDENDS

During FY 2025-26, the Company did not declare or pay any dividend to its shareholders. Given the Companys current financial position and its ongoing efforts to rebuild operations post-CIRP, the Board deemed it prudent to conserve cash resources for business revival and growth initiatives rather than distributing dividends. The Companys priority remains on achieving operational profitability and strengthening its financial position before considering any dividend distribution to shareholders.

5. STATE OF THE COMPANYS AFFAIRS

Clenon Enterprises Limited has successfully completed the Corporate Insolvency Resolution Process (CIRP), representing a significant step forward in the Companys revival and restructuring journey. The successful conclusion of the CIRP has provided the Company with a renewed platform to resume and strengthen its business operations in accordance with the approved Resolution Plan.

The completion of the CIRP marks not only the closure of a statutory process but also the commencement of a new phase focused on business revival, growth, and sustainable development. Pursuant to the implementation of the Resolution Plan, the Company has resumed its business activities and commenced generating revenue. The Company is presently focused on consolidating its operations, enhancing its business capabilities, identifying new opportunities, and establishing sustainable and consistent revenue streams.

The management is committed to creating and enhancing long-term value for all stakeholders through prudent and disciplined business practices, improved operational efficiency, and effective corporate governance. The Company continues to place strong emphasis on transparency, accountability, and compliance with applicable laws and regulatory requirements.

With a renewed strategic focus, strengthened foundation, and continued commitment to effective execution, the Company is working towards establishing a stable, resilient, and sustainable business model and creating long-term value for its stakeholders.

7. CAPITAL EXPENDITURE AND LIQUIDITY

The Company is currently in the phase of business restructuring. During FY 2025-26, the company has started generating revenue from operations and focused primarily on stabilizing its corporate structure and strategic repositioning. Consequently, the Company did not undertake any significant capital expenditure during the year.

Given the Companys current operational status, it is not availing of any working capital facilities from banks or financial institutions. The Companys approach remains conservative, prioritizing financial stability and liquidity management as it works towards establishing sustainable business operations.

As on March 31, 2026, the Companys cash and cash equivalents position stood at Rs. 175.78 lakhs as against Rs. 167.16 lakhs as on March 31, 2025, representing a substantial improvement in liquidity. This enhanced liquidity position provides the Company with the necessary financial flexibility to pursue business development initiatives and support its operational requirements during the recovery phase.

The improved liquidity position provides the Company with the necessary financial flexibility to pursue business development initiatives and support its operational requirements during the recovery phase.

8. SUBSIDIARY COMPANIES

As at March 31, 2026, the Company has incorporated a Wholly Owned Subsidiary, Clenon Properties Private Limited, incorporated on January 9, 2026. The Company did not have any Associate Company or Joint Venture as at March 31, 2026 and as on the date of this Report.

Accordingly, pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiary in Form AOC-1 is annexed to this Report as Annexure I.

The policy for determining material subsidiaries as approved by the Board may be accessed on the Companys website at the web-link:  https://clenon.com/wp-content/uploads/2025/05/POLICY_FOR_DETERMINING_MATERIAL_SUBSIDIARY.pdf

Since the Company had a Wholly Owned Subsidiary as at the end of the financial year, the Company was required to prepare Consolidated Financial Statements in accordance with the provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS).

In accordance with the third proviso to Section 136(1) of the Act, the Annual Report of the Company, containing therein its Standalone and Consolidated Financial Statements, are available on the Companys website at the web-link:  https://clenon.com/financials-and-reports/

9. RELATED PARTY TRANSACTIONS

During the financial year under review, the Company did not enter into any material or significant contracts, arrangements or transactions with related parties.

The Company has not entered into any other contract, arrangement, or transaction with related parties which were not on an arms length basis or could be considered material in accordance with the Companys policy on Related Party Transactions.

Given that, during the financial year, the Company does not have any material related party transactions to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2, but details of arms length transactions during the year is mentioned in Form No. AOC-2 in Annexure II. The attention of members is drawn to the relevant notes in the Financial Statements which set out related party disclosures.

The Related Party Transactions Policy as approved by the Audit Committee and the Board is available on the website of the Company at: CEL RPT Policy:  https://clenon.com/investor-relations/policies

10. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES

During the Financial Year 2025-26, the Company has not provided any loans, security or guarantee to any person or entity, nor has it made any investments in securities under the provisions of Section 186 of the Companies Act, 2013. Accordingly, the disclosures required under Section 186 of the Act are not applicable to the Company for the year under review.

11. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met 7 (Seven) times during the FY 2025-26. The meetings were held on the following dates:

Date of the Board Meeting

1. 30th May, 2025

2. 13th August, 2025

3. 04th September, 2025

4. 9th October, 2025

5. 14th November, 2025

6. 30th December, 2025

7. 14th February, 2026

The details of the Board Meetings and attendance of Directors are provided in the Corporate Governance Report, which forms a part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors:

During the Financial Year 2025-26, there were no changes in the composition of the Board of Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Srinivas Pagadala (DIN: 02669528), Director of the Company, retired by rotation at the 34th Annual General Meeting held on September 29, 2025. Being eligible, he offered himself for reappointment and was duly reappointed by the shareholders at the said Annual General Meeting.

Key Managerial Personnel:

During the year under review, there were changes in the Key Managerial Personnel of the Company:

Ms. Mantasha Habib resigned from her position as Company Secretary and Compliance Officer with effect from September 22, 2025. The Board places on record its appreciation for her valuable services and contributions during her tenure with the Company.

Subsequently, Ms. Sonali Soni was appointed as Company Secretary and Compliance Officer of the Company with effect from October 09, 2025.

The appointments and changes mentioned above were made in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The appointments of the directors made during the year were based on the recommendations of the Nomination and Remuneration Committee.

Further, the company has also formulated a Code of Conduct for Directors and Senior Management Personnel, which is available on the companys corporate website:  https://clenon.com/code-of-conduct/

Composition of Board

As of March 31, 2026, your companys Board comprised of 4 Directors, which includes 2 Independent Directors (Ms. Lakshmi Sree Kadumuri and Mr. Srinivas Gangula Reddy), 1 Non-Executive Director (Mr. Srinivas Pagadala), and 1 Whole-time Director - Promoter (Mr. Nitin Kumar Mathur).

During the year under review, the following employees were the Key Managerial Personnel (KMP) of the company: Ms. Sonali Soni - Company Secretary and Mr. Venkatram Lingala - Chief Financial Officer.

During the year, Ms. Mantasha Habib resigned from her position as Company Secretary and Compliance Officer with effect from September 22, 2025. Subsequently, Ms. Sonali Soni was appointed as Company Secretary and Compliance Officer of the Company with effect from October 09, 2025.

13. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company has a Familiarization Programme which provides Orientation at the time of the appointment of Independent Directors which covers their role and responsibilities, overview of the industry, operations, and business model of the Company. They are provided with copies of the Companys latest Annual Reports, relevant provisions of the SEBI LODR Regulations, the Companies Act, 2013, Code of Conduct prescribed for the Board of Directors, Prevention of Insider Trading regulations and other internal policies to help them get a broad view of the Companys procedures and practices.

Familiarization program has been conducted for the directors appointed during the year. The Companys Ongoing Familiarization Programme covers periodic presentations at the Board Meetings providing insights into the Company, the business environment, risks and opportunities and other matters relevant to the Company. Regulatory changes relevant to the company are also highlighted in these presentations.

The details of the familiarization programme may be accessed on the Companys corporate website:  https://clenon.com/wp-content/uploads/2026/07/Directors-Familiarization-Programme.pdf

14. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS

The Companies Act 2013, and the SEBI LODR Regulations stipulate the evaluation of the performance of the Board, its Committees, Individual Directors, and the Chairperson.

The Company has formulated a Board Evaluation template for performance evaluation of the Independent Directors, the Board, its committees, and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The template provides the criteria for assessing the performance of Directors and comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights, or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired regarding the Companys business/activities, understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

The formal Board evaluation as mandated under the Companies Act and SEBI LODR Regulations has been carried out during the year.

15. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has adequate internal financial controls comprising policies and procedures for orderly business conduct, safeguarding of assets, prevention and detection of frauds and errors, accurate accounting records and timely preparation of reliable financial information.

The internal financial control system is supplemented by internal audits conducted by an external audit firm. The Audit Committee reviews the audit reports quarterly and evaluates internal financial controls and risk management systems in compliance with Section 177(4) of the Companies Act, 2013.

The Company has a Risk Management Policy for identification, assessment and reporting of business risks as required under Section 134(3)(n) of the Companies Act, 2013.

16. BOARD COMMITTEES

During the year under review, the company had the following Three committees, and these committees had periodical meetings for transacting the business as specified in their terms of reference.

1. Audit committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

The details of the composition of these committees, changes in the composition, dates of meeting and attendance details of the meetings have been included in the Corporate Governance report. During the year under review, all the recommendations of the Audit Committee and Nomination and Remuneration Committee were accepted by the Board.

17. AUDITORS

(i) Statutory Auditors

In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Gorantla & Co, Chartered Accountants (Firm Registration No. 016943S) were appointed as the Statutory Auditors of the Company for a period of 5 consecutive years i.e. from the conclusion of the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting. However, the auditor has resigned from the office due to pre-occupancy in other assignments, on 4th September, 2025 after conducting audit of the F.Y. 2024-25.

To fill the casual vacancy, the Board approached to TRM & Associates, Chartered Accountants (Firm Registration No. 009224S), who has given his consent and confirmed his eligibility and independence for appointment as Statutory Auditor of the company. Furthermore, according to Section 139 and other applicable provisions of the Companies Act, 2013, the appointment of TRM & Associates, Chartered Accountants, (Firm Registration No. 009224S) was approved by the members of the company at the 34th Annual General Meeting held on 29th September, 2025 to fill the casual vacancy and subsequently to hold the office from the conclusion of this AGM till the conclusion of 39th AGM of the company to be held in the F.Y. 2029-30.

The Auditors report on the financial statements of the company for the financial year ended March 31, 2026 forms part of the Annual report.

(ii) Secretarial Auditors

The members of the company at the 34th Annual General Meeting held on 29th September 2025, have approved the appointment of M/s. Pawan Jain & Associates, Practicing Company Secretaries, a peer reviewed firm (having Firm Registration Number: S2020TL762000), as the Secretarial Auditors of the company for a term of 5 (five) consecutive years, to hold office from the conclusion of 34th (Thirty Fourth) Annual General Meeting (AGM) till the conclusion of 39th (Thirty Ninth) AGM to be held in the year 2030.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from Mr. Pawan Jain, Practicing Company Secretary is attached as an Annexure to the Boards Report.

(iii) Cost Auditors

The provisions pertaining to Section 148 of the Act are not applicable to the company.

18. PARTICULARS OF FRAUD REPORTED BY THE AUDITORS

In terms of Section 143(12) of the Act, the Statutory Auditors and Secretarial Auditors have not reported any instance of fraud having taken place during the year under review.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR) & ENVIRONMENT, SOCIAL AND GOVERNANCE (ESG)

During the reporting period under review, the provisions of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, were not applicable to Clenon Enterprises Limited as the Company did not cross the prescribed threshold limits of net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more, or net profit of Rs. 5 crore or more during the immediately preceding financial year.

Similarly, the mandatory ESG disclosure requirements under the Securities and Exchange Board of India (SEBI) Business Responsibility and Sustainability Reporting (BRSR) framework were not applicable to the Company during the reporting period as the Company did not fall within the top 1,000 listed companies by market capitalization threshold.

Notwithstanding the non-applicability of mandatory CSR and ESG requirements, Clenon Enterprises Limited remains committed to conducting its business operations in a responsible and sustainable manner, integrating environmental, social, and governance considerations into its business practices as part of its commitment to stakeholder value creation and sustainable development.

20. RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy. The policy is available on the website of the Company at:

CEL- Risk Management Policy-  https://clenon.com/wp-content/uploads/2025/08/Risk_management_policy_CEL.pdf

21. NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Board approved Nomination and Remuneration Policy. The policy establishes criteria for appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Committee oversees the implementation of this policy and ensures transparent and fair processes in nomination and remuneration matters. The policy is available on the website of the Company at:

CEL- NRC Policy  https://clenon.com/wp-content/uploads/2025/05/6.NOMINATION-AND-REMUNERATION-POLICY.pdf

22. WHISTLE BLOWER POLICY

In accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Board approved Vigil Mechanism or Whistle Blower Policy. The policy provides a framework for employees and stakeholders to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct or ethics policy.

The Audit Committee oversees the implementation of this policy and ensures adequate safeguards against victimization of persons who use the vigil mechanism. The policy is available on the website of the Company at:

CEL- Whistle Blower Policy:  https://clenon.com/wp-content/uploads/2025/05/1.VIGIL-MECHANISM-OR-WHISTLE-BLOWER-POLICY.pdf

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

In respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given as under:

(i)  Conservation of energy  - The Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible through efficient utilization of resources and adoption of energy-saving practices in day-to-day operations.

(ii)  Technology absorption  - The Company employs appropriate technology platforms in its operations and continuously evaluates technological advancements to enhance operational efficiency and maintain competitiveness in the market.

(iii)  Foreign exchange earnings and outgo  - During the financial year ended March 31, 2025, the Company had no foreign exchange earnings and outgo as the Company did not have any foreign exchange transactions during the reporting period.

24. CORPORATE GOVERNANCE

Your Company is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers, and other stakeholders. A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI LODR Regulations forms part of the Annual Report.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) is applicable to the top 1,000 listed entities by market capitalization. Since Clenon Enterprises Limited is not among the top 1,000 listed companies during the reporting period, the BRSR requirement is not mandatorily applicable to the Company.

26. ANNUAL RETURN

As per the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company has been placed on the website of the Company and can be accessed at: https://clenon.com/statutory-information/

27. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, your Directors state that:

a. the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and there are no material deviations from the same.

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 as of March 31, 2026, and of the profit of the Company for year ended on that date.

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. 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 that such Internal Financial Controls are adequate and are operating effectively; and

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.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Companys operations in future.

29. LISTING WITH STOCK EXCHANGES

[No content provided in the source for this section]

30. UNAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As at March 31, 2026, the Company does not have any unclaimed dividend amounts lying in the Unpaid Dividend Accounts as the Companys entire shareholding is held in dematerialized form.

Pursuant to the provisions of Section 125 of the Companies Act, 2013, there is no amount which remained unpaid or unclaimed for a period of seven years which is to be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees. Internal Complaints Committee has been set up to redress complaints received on sexual harassment.

The Policy has been communicated internally to all employees and is made available on the Companys Intranet Portal.

During the year under review, no complaints were received under the said Policy.

The details of Sexual Harassment Complaints received and their treatment during the year are as follows:

i. Number of Complaints of sexual harassment received in the year: Nil

ii. Number of complaints disposed during the year: N.A

iii. No. of cases pending for more than ninety days: N.A

iv. No. of workshops or awareness programme against sexual harassment carried out: None

v. Nature of action taken by the employer or District officer: N.A

32. EMPLOYEE STOCK OPTIONS

The Company does not have any Employee Stock Option Plan (ESOP) scheme for its employees. Accordingly, no options have been granted, vested, or exercised during the reporting period. The Company has not implemented any share-based employee benefit schemes under the SEBI (Share Based Employee Benefits) Regulations, 2014 or SEBI (Share Based Employee Benefits) Regulations, 2021. Hence, the disclosure of the same is not applicable to the Company.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as an Annexure to this Report.

Since the Company does not have any employee drawing remuneration exceeding the limits specified under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosure of top ten employees in terms of remuneration drawn is not applicable to the Company.

34. SECRETARIAL STANDARDS

During FY 2025-26, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

35. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, there were no significant or material changes and commitments.

36. DEPOSITS

No disclosure is required in respect of the details relating to the deposits under Chapter V of the Companies Act, 2013, as the Company has not accepted any deposits.

37. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, no Corporate Insolvency Resolution Process/ proceedings were initiated by / against the company under Insolvency and Bankruptcy Code, 2016.

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

The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.

39. DOWNSTREAM INVESTMENT

The Company has not made any downstream investment during the reporting period. Accordingly, the provisions of Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and RBI circular no RBI/2013-14/117 A.P. (DIR Series) Circular No.01 dated July 04, 2013 are not applicable to the Company for the current financial year.

40. OTHER DISCLOSURES

During the financial year, the Company incorporated its Wholly Owned Subsidiary, Clenon Properties Private Limited. Consequently, the Company has prepared Consolidated Financial Statements in accordance with the provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS).

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

41. ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Bankers, Registrar and Transfer Agent, and other valued customers for their continued business relationship and look forward to their ongoing support.

Your Directors acknowledge the guidance and support received from the Ministry of Corporate Affairs and Securities and Exchange Board of India during the year and anticipate their continued cooperation in the future. Your Directors also extend their appreciation to the shareholders, Stock Exchanges and Depositories for their unwavering support and cooperation.

Your Directors place on record their sincere appreciation for the dedicated efforts of all employees who have extended their full support in implementing various growth initiatives for the Company.

On behalf of the Board of Directors

Sd/-

Nitin Kumar Mathur

Whole-time director

DIN: 06451862

Sd/-

Srinivas Pagadala

Director

DIN: 02669528

Place: Hyderabad

Date: 07.09.2026

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