The Shareholders,
Cubical Financial Services Limited
Delhi
Your Directors take pleasure in presenting the 36th Annual Report of the company along with the Audited Statement of Account for the year ended on March 31, 2026 together with the Auditors Report thereon.
FINANCIAL RESULTS
| PARTICULARS | For the year ended 31.03.2026 | For the year ended 31.03.2025 |
| Total Revenue | 130.59 | 241.99 |
| Total Expenditure | 98.44 | 174.16 |
| Profit/(Loss) before Tax | 32.15 | 67.83 |
| Exceptional and extraordinary items | 0.00 | 0.00 |
| Provisions for Taxation | 14.72 | 30.28 |
| Profit/(Loss) after Tax | 17.43 | 37.55 |
| Paid up Equity Capital | 1303.40 | 1303.40 |
STATE OF COMPANYS AFFAIR, OPERATING RESULTS AND PROFITS
Your Company is one of the RBI register NBFC and is engaged in the Business of Finance and Investments. During the year under review your company has earned profit of Rs. 17.43 lacs as compared to profit of Rs. 37.55 lacs in the previous year.
CHANGE IN THE NATURE OF BUSINESS
During the financial year under review, no changes have occurred in the nature of the Companys business.
DIVIDEND
Your directors do not recommend any dividend for the financial year 2025-26.
TRANSFER TO RESERVES
Rs.348600 has been transferred to reserves.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATES
The Company does not have any subsidiary/associate/joint venture company for the year ended on 31st March, 2026.
PUBLIC DEPOSITS
During the year under review, your Company has not invited or accepted any deposits. There are no unpaid or unclaimed deposits as on the date with the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
(A) Conservation of energy:
i. Steps taken / impact on conservation of energy:
The operations of the Company, primarily in the financial services sector, involve normal consumption of electricity in the normal course of running its offices and related business infrastructure. The Company continues to take appropriate measures to optimise energy usage and reduce consumption wherever feasible. office premises have been retrofitted with LED lighting, which consumes less electricity as compared to conventional lighting systems, thereby contributing to lower energy consumption. Further, the temperature settings of air-conditioning systems are maintained at an optimum ambient level of approximately 24-25 degrees celsius, resulting in energy savings.
ii) Steps taken by the Company for utilising alternate sources of energy:
Considering the nature and scale of the Companys operations, there was no significant utilisation of alternate sources of energy during the financial year. The Company continues to evaluate feasible measures for efficient and sustainable use of energy.
iii) Capital investment on energy conservation equipment:
In view of the nature of the activities carried on by the Company, there is no capital investment on energy conservation equipment.
(B) Technology absorption:
considering the nature of the Companys activities, there was no significant technology absorption requiring specific research and development or technical collaboration during the financial year.
(C) Foreign Exchange Earnings and Outgo: Nil
SHARE CAPITAL
The issued, subscribed and paid-up Equity Share Capital as on 31st March, 2026 was Rs.130,340,000 comprising of 65,170,000 Equity Shares of the face value of Rs.2 each. The Company has neither issued shares with differential rights as to dividend, voting or otherwise, nor has issued sweat equity shares. As on 31st March, 2026, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES
Pursuant to section 186 (11) of the Companies Act, 2013 (Act), the provisions of section 186(4) of the Act requiring disclosure in the financial statement of the full particulars of the loans made, and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.
Further, the provisions of section 186 of the Act pertaining to investment, guarantee and lending activities are not applicable to the Company since the Company is a Non Banking Financial Company ("NBFC") whose principal business is acquisition of securities and lending of funds.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTOR
Appointment
During the Financial year 2025-26, there was an appointment of Mr. Ram Gopal Dalmia as an Independent Director of the company.
Re-appointment
Under Section 152(6) of the Companies Act, 2013 Mrs. Jyoti Choudhary (DIN: 10249120) shall retire at the ensuing AGM and being eligible, seeks re-appointment. The Board recommends her appointment.
Resignation
During the financial year 2025-26, the second term of five consecutive years of Mr. Ashish Bhalla as an Independent Director of the Company came to an end upon completion of his tenure.
KEY MANAGERIAL PERSONNEL
Following officials are appointed as the Key Managerial Personnel ("KMP") of the Company:-
Mr. Ashwani Kumar Gupta, Managing Director; Mr. Prakash Chand Sharma, Chief Financial Officer; and Ms. Ruchi Singh, Company Secretary
Remuneration and other details of the KMP are mentioned in the Corporate Governance report which forms part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has adopted a policy on materiality of related party transactions and dealing with Related Party Transactions and the same is disclosed on the website of the Company at www.cubical90.com.
All the related party transactions were in the ordinary course of business and at arms length basis and there were no material related party transactions entered during the year. Therefore, disclosure in Form AOC-2 prescribed under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.
All Related Party Transactions are placed before the Audit Committee for approval as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to such omnibus approval so granted are audited and a statement giving details of all related party transactions if required placed before the Audit Committee on a quarterly basis.
AUDITORS
Statutory Auditor & Audit Report
M/s. Krishan Rakesh & Co. (Firm Reg. No.009088N), was appointed as Auditor of the Company for five years till the conclusion of the Annual General Meeting of the Company to be held in the year 2030. A certificate of eligibility has been received from the Auditors to the effect that they are not disqualified for appointment under Section 141(3) of the Companies Act, 2013.
The Statutory Auditors report for the Financial Year ended on 31st March 2026 does not contain any qualification, reservation and adverse remarks in the report.
Secretarial Auditor & Secretarial Audit Report
In pursuance to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Members of the Company at the 35th Annual General Meeting held on 29th September, 2025, appointed M/s Mukesh Agarwal & Co., Company Secretaries (Certificate of Practice No. 3851 and Peer Review Number 1875/2022) ("MA & Co.") as Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from Financial Year 2025-26 till 2029-30. MA & Co. have confirmed that they are not disqualified to continue as Secretarial Auditors of the Company in terms of the provisions of the Act.
Secretarial Auditors report for Financial Year ended on 31st March 2026 do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report is attached to this report as Annexure A.
Internal auditors
Upon the recommendation of the Audit Committee, the Board of Directors has appointed M/s Magna Capital Advisors Private Limited, as Internal Auditor of the Company for conducting the internal audit for the Financial Year 2025-26.
Cost record and cost audit
Maintenance of cost records and requirement of cost audit as prescribed under the provision of Section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Companies.
REPORTING OF FRAUD BY AUDITOR
During the year under review, neither the statutory auditor nor the Secretarial auditor reported to the audit committee, under section 143(12) of the companies Act, 2013, any instant of fraud committed against the company by its officers or employees the details of which would need to be mentioned in the Boards report.
PARTICULARS OF EMPLOYEES
During the year under review no employee whether employed for the whole year or part of the year, was drawing remuneration exceeding the limits as laid down under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The information required pursuant to Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days (Except Saturday) of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided hereunder:
| Executive Director | Ratio to median remuneration |
| Ashwani Kumar Gupta | 3.02 |
| Non Executive Director | |
| Ram Gopal Dalmia | - |
| Subhash Kumar Changiwalia | - |
| Jyoti Choudhary | - |
| Director, Chief Executive Officer, Chief Financial Officer, Company Secretary | increase in remuneration in the financial year |
| Ashwani Kumar Gupta | 50% |
| Ram Gopal Dalmia | - |
| Subhash Kumar Changiwalia | - |
| Jyoti Choudhary | - |
| Prakash Chand Sharma | 11.11% |
| Ruchi Singh | - |
There was a 14.29% increase in the average remuneration of employees other than managerial personnel during the financial year as compared to the previous financial year. The remuneration of the Executive Director, Mr. Ashwani Kumar Gupta, increased by 50.00%, while the remuneration of Mr. Prakash Chand Sharma increased by 11.11% during the year.
The increase in managerial remuneration was made considering the responsibilities, experience and contribution of the respective personnel to the Companys operations. There were no exceptional circumstances for increase in managerial remuneration during the year.
The Company affirms remuneration is as per the remuneration policy of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has put in place an adequate internal control system to safeguard all assets and ensure operational excellence. The system also meticulously records all transaction details and ensures regulatory compliance. It also has a team of internal auditors to conduct internal audit. Audit firms also ensure that all transactions are correctly authorised and reported. The reports are reviewed by the Audit Committee of the Board. Wherever deemed necessary, internal control systems are strengthened and corrective actions initiated.
SECRETARIAL STANDARD
The Company complies with all applicable mandatory secretarial standards issued by the institute of Company Secretary of India.
RISK MANAGEMENT POLICY
The Board of the Directors feels that there is no such risk element which may threaten the existence of the company. However, the Board of Directors are in processes of developing the risk management policy.
ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company as at March 31, 2026 can be accessed through the web link www.cublical90.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which financial statement relate and date of the report.
NUMBER OF MEETINGS OF THE BOARD
Six meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
There are less than 10 employees in the Company thus it is not required to constitute Internal Complaints Committee (ICC) pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013 as the same is not applicable on the Company.
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961
There are less than 10 employees in the Company thus provisions of the Maternity Benefit Act, 1961 is not applicable on the Company.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the financial year under review, there were No application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not availed any one-time settlement facility, during the year under review, therefore providing of details with respect to difference in the amount of valuation done at the time of one time Settlement and the Valuation done while taking loan from the Banks or Financial Institutions does not arise.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.
The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and fulfillment of Directors, obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.
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. In a separate meeting of Independent Directors, Performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
POLICY ON DIRECTORS AND KMPS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on Directors and KMPs appointment and their remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors Report.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
1. Qualifications of Independent Directors
An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related to the companys business.
2. Positive attributes of Independent Directors
An independent director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the company in implementing the best corporate governance practices.
3. Independence of Independent Directors
An Independent director should meet the requirements of the Companies Act, 2013 and Listing Regulations concerning Independence of directors.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
CERTIFICATE BY PRACTICING COMPANY SECRETARY
The Company has received certificate from Mr.Mukesh Kumar Agarwal, Proprietor of Mukesh Agarwal & Co., Practising Company Secretaries, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the SEBI/Ministry of Corporate of Affairs or any such authority. The certificate is attached as "ANNEXURE B".
COMMITTEES OF THE BOARD
The Companys Board has the following Committees:
The details of the membership and attendance of the meetings of the above Committees of the Board are provided in the Corporate Governance Report.
REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance along with reports on Management Discussion & Analysis and Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance are made part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, ("Act") your Directors confirm that:
i. In the preparation of the annual accounts for financial year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures in adoption of these standards; ii. The Directors 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 31st March, 2026 and of the profit of the Company for the year ended on that date. iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. The Directors have prepared the annual accounts for financial year ended 31st March, 2026 on a going concern basis.
The Whistle Blower Policy has been appropriately communicated within the Company and has also been hosted on the website of the Company www.cubical90.com. No personnel have been denied access to the Audit Committee.
ACKNOWLEDGEMENTS:
The directors take this opportunity to thank companys customers, bankers for their consistent support and co-operation to the company. Your directors also acknowledge with appreciation the support and co-operation rendered by various Govt. agencies and Departments. Your Directors would also like to thank all the employees of the Company for their dedicated efforts and hard work put in for the success of the Company. Your Directors also wish to express their gratitude to the Shareholders for the confidence reposed by them in the company and for the continued support and co-operation.
| On behalf of the Board |
| For CUBICAL FINANCIAL SERVICES LIMITED |
| Date:11.08.2026 |
| Place: New Delhi |
| Sd/- |
| (Ashwani Kumar Gupta) |
| Managing Director |
| DIN:00348616 |
| Sd/- |
| (Jyoti Choudhary) |
| Director |
| DIN:10249120 |
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