Ecoline Exim Ltd Directors Report

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Oct 15, 2026|03:13:08 PM

Ecoline Exim Ltd Share Price directors Report

To,

The Members, Ecolein Exim Limited

Your Directors take pleasure in presenting the Annual Report of Ecolein Exim Limited (the Company) along with the Audited Financial Statements for the Financial Year ended 31st March 2026, prepared in compliance with the provisions of the Companies Act, 2013 (the Act), rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), as applicable to SME listed entities.

1. Company Overview

Ecolein Exim Limited was incorporated in 2008 under the Companies Act, 1956, as the successor to National Industries, a partnership firm established in 2002 and engaged in the manufacture of jute bags. The Company is engaged in the manufacture and export of cotton and jute bags and allied products for domestic and international markets. The Companys registered and corporate offices are located in Kolkata, West Bengal, and its manufacturing facility is situated in Ahmedabad, Gujarat. During the year under review, the Company also commenced activities in the polyester backpack segment. The Company is listed on the NSE Emerge platform and continues to honour all disclosure and compliance obligations as a listed SME entity.

2. Financial Highlights

28,688 L 3,278 L 2,018 L 11.00
Total Revenue, FY 2025\u201326 EBITDA Profit After Tax Earnings Per Share
PARTICULARS FY 2025\u201326 (\u20b9 IN LAKHS) FY 2024\u201325 (\u20b9 IN LAKHS)
Revenue From Operations 27,839.97 26,928.70
Other Income 848.30 378.06
Total Income 28,688.27 27,306.76
Total Expenses 25,980.57 24,791.08
EBITDA 3,277.96 3,048.94
Depreciation & Amortisation 270.37 285.51
Finance Costs 299.90 247.74
Profit Before Tax (PBT) 2,707.70 2,515.68
Tax Expense (Current + Deferred) 689.20 632.57

3. State of Affairs/Highlights

I] The Company continues to be a prominent player in the textile and sustainable packaging industry, primarily engaged in the manufacturing and export of high-quality bags made from Cotton and Jute.

II] During the financial year ended March 31, 2026, there has been no change in the nature of the business of the Company. The Company has consistently focused on its core competency of bag manufacturing and exports, and entering into the segment of making polyester backpacks.

III] During FY 2025-26, revenue from operations increased to 27,839.97 lakh from 26,928.70 lakh in FY 2024-25. Total income increased to 28,688.27 lakh from 27,306.76 lakh. Profit after tax rose to 2,018.49 lakh from 1,883.11 lakh in the previous year. The Company maintained operational stability while continuing to strengthen its position in the textile and sustainable packaging industry.

IV] The year was marked by a significant corporate development:

? Listing on NSE Emerge: A significant milestone during the year was the successful listing of the Companys equity shares on the NSE Emerge platform of the National Stock Exchange of India Limited on 30th September, 2025. The initial public offering comp rised a fresh issue of 43,40,000 equity shares and an offer for sale of 10,80,000 equity shares by existing shareholders. The listing strengthened the Companys capital base, expanded its shareholder base, enhanced its visibility, and reinforced its commitment to transparency, corporate governance, and regulatory compliance.

? The Companys financial position remains strong, characterized by a growing net worth and improved liquidity ratios:

? Net Worth: The Shareholders Funds (Net Worth) stood at ? 16,408.68 Lakhs as of March 31, 2026, showing a growth of 85.52% over the previous years ? 8,844.51 Lakhs.

? Liquidity Ratio: The Current Ratio improved to 2.68 (Previous Year: 2.02), indicating a strong ability to meet short-term obligations.

? Solvency: The Debt-Equity Ratio decreased significantly to 0.36 (Previous Year: 0.45), reflecting a more conservative capital structure and reduced reliance on debt.

The listing strengthened the Companys capital base, expanded its shareholder base, enhanced its visibility, and reinforced its commitment to transparency, corporate governance, and regulatory compliance.

? Directors Report, on the NSE Emerge listing

4. Dividend

To conserve the resources of the Company for its future growth, expansion, and to strengthen its financial position, the Directors do not recommend any dividend on the Equity Shares of the Company for the financial year ended March 31, 2026. Your Directors believe that this capitalization serves the best interest

of the shareholders by enhancing the Companys capital structure while retaining funds for operational requirements.

5. Transfer to Reserves

No amount has been proposed to be transferred to any General Reserve or other reserves during FY 2025-26. The entire profit for the year has been retained in the Statement of Profit & Loss as retained earnings. During the year under review, an amount of 2,018.49 Lakhs (representing the Profit After Tax) has been transferred to the Surplus in the Statement of Profit and Loss.

6. Share Capital

The Authorised Share Capital of the Company as on 31st March 2026 is 21,00,00,000 (Rupees Twenty-One Crores only), divided into 2,10,00,000 equity shares of 10 each.

The Paid-up Share Capital of the Company as on 31st March 2026 stands at 20,51,53,760 (Rupees Twenty Crores Fifty-One Lakh Fifty-Three Thousand Seven Hundred & Sixty only), comprising 2,05,15,376 fully paid-up equity shares of 10 each.

Issue and Allotment of Shares under IPO on 30th September, 2025

During the year, the Company issued 43,40,000 equity shares as fresh capital pursuant to its Initial Public Offering (IPO). The equity shares of the Company were subsequently listed on NSE Emerge on 30th September, 2025.

The Capital Structure Pre and Post IPO issue is given hereunder:

PARTICULARS NUMBER OF SHARES
Paid-up Share Capital Pre issue 1,61,75,376
Total number of Shares Issued 43,40,000
Paid-up Share Capital Post issue 2,05,15,376
Face value per share Rs. 10
Nominal Value of Paid-up Share Capital 20,51,53,760

7. Subsidiaries, Associate Companies and Joint Ventures

As on 31st March 2026, the Company does not have any subsidiary, associate company, or joint venture. Accordingly, the statement in Form AOC-1 is not required to be annexed.

8. Material Changes and Commitments after the Balance Sheet Date

Except as stated in this Report, no material changes and commitments have occurred between 31st March 2026 and the date of this Report that could significantly affect the financial position of the Company except the following:

Entry into Polyester Backpacks Market: The Company commenced production of polyester backpacks in association with a reputed domestic company. This strategic initiative marks a significant expansion of the Companys product portfolio. Upon establishing the necessary expertise

and production capabilities in this segment, the Company intends to expand its presence into international markets for polyester backpacks.

? Capital Commitments: As on the date of the Balance Sheet, the Company has significant capital commitments in connection with its expansion plans. During the year, the Company entered into an Agreement for Purchase of Land with Anantbaug Infra Park dated November 15, 2024, for the establishment of a new manufacturing facility at Ahmedabad. Pursuant thereto, preliminary construction activities at the proposed factory site have commenced.

? CIN Updated: The Corporate Identification Number (CIN) of the Company was updated by the Registrar of Companies from U51900WB2008PLC127429 to L51900WB2008PLC127429 with effect from 5th August, 2026, consequent to the Companys shares being listed on the NSE Emerge Platform. As the Audited Financial Statements for FY 2025-26 were signed on 9th May, 2026, i.e. prior to this update, the CIN appearing on the Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, and the Independent Auditors Report continues to reflect U51900WB2008PLC127429. This Report and the Notice of the Annual General Meeting, being subsequent documents, reflect the updated CIN, L51900WB2008PLC127429.

9. Directors and Key Managerial Personnel (KMP)

9.1 Board of Directors

NAME OF DIRECTOR DESIGNATION DIN DATE OF APPOINTMENT
Sudarshan Saraogi Chairman & Whole Time Director 01149829 12.07.2008
Saurabh Saraogi Managing Director 01572950 12.07.2008
Shradha Saraogi Director 09263082 27.07.2024
Gunjal Saraogi Director 00696005 03.06.2024
Ajit Khandelwal Independent Director 00416445 27.07.2024
Udit Jalan Independent Director 07920615 27.07.2024

9.2 Key Managerial Personnel (KMP)

NAME DESIGNATION DATE OF APPOINTMENT/CESSATION
Nitesh Agrawal Chief Financial Officer (CFO) 15.11.2024
Sonum Jain Company Secretary (CS) 10.09.2024

9.3 Changes in Directors/KMP During the Year

There were no changes in the Directors or Key Managerial Personnel of the Company during FY 2025-26. Subsequent to the end of FY 2025-26, and prior to the signing of this Report, Mr. Nitesh Agrawal, Chief Financial Officer of the Company, tendered his resignation w.e.f. 6th June, 2026.

9.4 Retirement by Rotation

Mr. Saurabh Saraogi (DIN - 01572950) is liable to retire by rotation.

9.5 Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. The Independent Directors have also complied with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors.

9.6 Formal Annual Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013 and applicable SEBI LODR provisions, the Board has carried out an annual evaluation of its own performance, performance of individual Directors, and the working of its Committees. The evaluation framework covered aspects such as Board composition, quality of deliberations, adequacy of information flow, oversight of financial reporting, risk management, and adherence to governance standards.

The Nomination and Remuneration Committee reviewed the performance of individual Directors. A separate meeting of Independent Directors was held to evaluate the performance of Non-Independent Directors, the Board as a whole, and the Chairman. The Board expressed its satisfaction with the outcome of the evaluation process.

9.7 Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy formulated by the Nomination and Remuneration Committee. The Policy covers criteria for determining qualifications, positive attributes, and independence of Directors; remuneration policy for Directors, KMP, and senior management; and a framework for Board evaluation. The Policy is available on the Companys website at ecoline.net.in/codes-policies

10. Meetings of the Board of Directors and Committees

10.1 Board Meetings

During FY 2025-26, 16 meetings of the Board of Directors were held. The details are as follows:

MEETING NO. DATE TOTAL STRENGTH OF BOARD DIRECTORS PRESENT
1st 14.04.2025 6 6
2nd 23.06.2025 6 6
3rd 23.06.2025 6 6
4th 23.06.2025 6 6
5th 28.06.2025 6 6
6th 08.08.2025 6 6
7th 26.08.2025 6 6
8th 16.09.2025 6 6
9th 16.09.2025 6 6
10th 22.09.2025 6 6
11th 26.09.2025 6 5
12th 26.09.2025 6 6
13th 26.09.2025 6 6
14th 06.11.2025 6 6
15th 13.02.2026 6 6
16th 28.03.2026 6 6

The intervening gap between any two consecutive Board meetings did not exceed 120 days as prescribed under Section 173 of the Companies Act, 2013.

10.2 Audit Committee

The Audit Committee comprises the following members:

NAME DESIGNATION NATURE OF MEMBERSHIP
Ajit Khandelwal Independent Director Chairman
Udit Jalan Independent Director Member
Saurabh Saraogi Managing Director Member

During the year, the Audit Committee met 5 times. The Board has accepted all recommendations made by the Audit Committee during FY 2025-26. The terms of reference of the Audit Committee are in accordance with Section 177 of the Companies Act, 2013.

MEETING NO. DATE TOTAL STRENGTH DIRECTORS PRESENT
1st 28.06.2025 3 3
2nd 20.09.2025 3 3
3rd 06.11.2025 3 3
4th 13.02.2026 3 3
5th 28.03.2026 3 3

10.3 Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises the following members:

NAME DESIGNATION NATURE OF MEMBERSHIP
Ajit Khandelwal Independent Director Chairman
Udit Jalan Independent Director Member
Shradha Saraogi Director Member

During the year, the Nomination and Remuneration Committee met 1 time.

MEETING NO. DATE TOTAL STRENGTH DIRECTORS PRESENT
1st 28.03.2026 3 3

10.4 Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises the following members:

NAME DESIGNATION NATURE OF MEMBERSHIP
Gunjal Saraogi Director Chairman
Udit Jalan Independent Director Member
Ajit Khandelwal Independent Director Member

During the year, the Stakeholders Relationship Committee met 1 time.

MEETING NO. DATE TOTAL STRENGTH DIRECTORS PRESENT
1st 13.02.2026 3 3

During FY 2025-26, the Company received nil investor complaints. There were no pending investor complaints as at 31st March 2026.

10.5 Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises the following members:

NAME DESIGNATION NATURE OF MEMBERSHIP
Sudarshan Saraogi Chairman and Whole Time Director Chairman
Udit Jalan Independent Director Member
Shradha Saraogi Director Member

During the year, the Corporate Social Responsibility Committee met 1 time.

MEETING NO. DATE TOTAL STRENGTH DIRECTORS PRESENT
1st 28.03.2026 3 3

10.6 General Meetings

During the year under review, the following shareholders meetings were held:

MEETING NO. TYPE OF MEETING DATE NO. OF MEMBERS ENTITLED TO ATTEND NO. OF MEMBERS ATTENDED
1st Extra Ordinary General Meeting 07.04.2025 11 11
2nd Extra Ordinary General Meeting 21.07.2025 11 11

11. Auditors

11.1 Statutory Auditors

M/s Das & Prasad, Chartered Accountants (Firm Registration No. 303054E), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30th September, 2024, for a term of five consecutive years from FY 2024-25 to FY 2028-29. The Auditors have confirmed their eligibility and that they are not disqualified from continuing as Statutory Auditors under Section 141 of the Companies Act, 2013.

11.2 Statutory Auditors Report

The Statutory Auditors Report for FY 2025-26 is annexed to and forms part of this Annual Report. The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer. The observations and comments made by the Auditors are self-explanatory and do not call for any further explanation by the Board.

11.3 Secretarial Auditor and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI LODR, 2015, the Board appointed Mrs. Ankita Dalmia, Practising Company Secretary (C.P No. - 25664; M. No - A67299), as the Secretarial Auditor of the Company for FY 2025-26. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure - III.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

The Board of Directors, on the recommendation of the Audit Committee, has also approved the appointment of Mrs. Ankita Dalmia, Practising Company Secretary, as the Secretarial Auditor of the Company for FY 2026-27, subject to the approval of the Members at the ensuing Annual General Meeting, as set out at Item No. 4 of the Notice of the 18th Annual General Meeting.

11.4 Internal Auditor

M/s Vishakha Halwai & Associates, Chartered Accountants (Registration No. 333790E), is appointed as the Internal Auditor of the Company for FY 2025-26. The Internal Auditors findings and recommendations are periodically reviewed by the Audit Committee.

11.5 Cost Auditor

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

12. Internal Financial Controls

The Company has established adequate Internal Financial Controls (IFC) commensurate with the size and nature of its business, with reference to the Financial Statements. The Board has reviewed the effectiveness of financial and operational controls during the year. The Statutory Auditors have assessed and confirmed the adequacy of IFC as at 31st March 2026 and have not identified any material weakness in the design or operating effectiveness of internal financial controls.

13. Risk Management

The Company has in place a Risk Management Policy which has been approved by the Board. The Policy identifies key business risks and defines the mitigation framework. The Board reviews risk exposure at periodic intervals. Key risks identified and mitigation measures are summarised in the Management Discussion & Analysis section of this Report. There are no risks that in the opinion of the Board may threaten the existence of the Company.

14. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are applicable to the Company for FY 2025-26, as the Companys net profit exceeds the prescribed thresholds.

A brief outline of the Companys CSR Policy, including overview of projects/programmes undertaken, is set out in Annexure - IV. The CSR Report in the prescribed format is annexed as Annexure - V.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

15.1 Conservation of Energy

[A] Steps taken or impact on conservation of energy:

Implementation of energy-efficient lighting (LED) across manufacturing and office premises at the Kolkata & Ahmedabad plant. Regular maintenance and calibration of production machinery to reduce energy wastage. Monitoring and optimisation of power consumption through periodic energy audits.

[B] Steps taken by the Company for utilising alternate sources of energy: The Company is delibering the options for using alternate sources.

[C] Capital investment on energy conservation equipment: NIL

15.2 Technology Absorption

[A] Efforts made towards technology absorption: The Company continues to evaluate and adopt suitable production technologies to improve quality and efficiency of cotton & jute bag manufacturing, and is trying to move towards automation.

[B] Benefits derived: Improved product quality, reduced wastage, enhanced throughput, and better compliance with international export standards.

1n case of imported technology (imported during the last three years): The Company has not imported any technology during the last three years.

[D] Expenditure incurred on Research & Development: The Company has not set up a formal R&D department.

15.3 Foreign Exchange Earnings and Outgo

PARTICULARS FY 2025-26 (LAKHS) FY 2024-25 (LAKHS)
Foreign Exchange Earned (Export of Goods on FOB basis) 28,042.60 25,401.44
Imports-Raw material/ Stores/ Spares/ Capital Goods 2.30 0.00
Repairs & Maintenance 3.19 0.00
Commission 15.02 49.83
Travelling, Trade fair and Others exp 21.19 34.63
Net Foreign Exchange Earned 28,000.90 24,956.98

16. Safety, Health and Environment

Health and Safety

The Company is committed to promoting the health and safety of its employees. Regular health checkup of the employees is carried by the Company during the year. Various training programs are conducted at the sites on health and safety issues including emergency preparedness, work safety, first-aid, etc.

Environment

The Company continuously endeavors to improve on environmental management and through all activities demonstrate its commitment to protecting the environment.

17. Particulars of Loans, Guarantees or Investments

The Company has not granted any loans, provided any guarantees, or made any investments under Section 186 of the Companies Act, 2013 during FY 2025-26.

18. Related Party Transactions

All contracts and arrangements entered into with Related Parties u/s 188 during FY 2025-26 were on an arms length basis and in the ordinary course of business. Accordingly, no transaction is required to be reported in Form AsOC-2.

All Related Party Transactions were reviewed and approved by the Audit Committee prior to entering into the transactions. The Companys Policy on Related Party Transactions is available on its website at ecoline.net.in/codes-policies

Pursuant to Regulation 23(9) of SEBI LODR, 2015, the Company has submitted the half-yearly disclosure of related party transactions to the Stock Exchange(s) within the prescribed timelines.

19. Deposits

The Company has not accepted any deposits within the meaning of Section 73 or Section 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during FY 2025-26. There are no outstanding deposits remaining unpaid or unclaimed as at 31st March 2026, and there has been no default in repayment of deposits or payment of interest thereon.

20. Particulars of Employees

20.1 Ratio of Remuneration of Directors to Median Employee Remuneration

PARTICULARS FY 2025-26 FY 2024-25
Ratio of remuneration of Managing Director / WTD to median remuneration of employees 24.69 28.51
Percentage increase in remuneration of MD / CEO / CFO / CS 0% 0%
Percentage increase in median remuneration of employees 15.48% 12.45%
Number of permanent employees on rolls as at 31st March 183 199
Whether remuneration is as per the Nomination & Remuneration Policy Yes Yes

20.2 Employees Drawing Remuneration Above Threshold

During the financial year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. During the year under review, no Director was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197, Schedule V of the Companies Act, 2013. Further, the remuneration of Directors and Key Managerial Personnel are as follows:

Remuneration Paid to the Whole Time Director & Managing Director during the Year ( in Lakhs):

NAME OF DIRECTOR DESIGNATION REMUNERATION COMMISSION TOTAL
Mr. Sudarshan Saraogi Chairman & Whole Time Director 60.00 - 60.00
Mr. Saurabh Saraogi Managing Director 60.00 - 60.00
Total 120.00 120.00

Sitting Fee Paid to the Non-Executive Directors during the Year (in Lakhs):

NAME OF DIRECTOR DESIGNATION REMUNERATION COMMISSION TOTAL
Mrs. Gunjal Saraogi Non-Executive Director 33.00 - 33.00
Mrs. Shradha Saraogi Non-Executive Director 33.00 - 33
Total 66.00 66.00

21. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism and Whistle Blower Policy to enable Directors, employees, and other stakeholders to report genuine concerns or grievances, including about any unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The Policy ensures adequate safeguards against victimisation of persons who avail of this mechanism. The Audit Committee oversees the functioning of this mechanism. The Whistle Blower Policy is available on the Companys website at ecoline.net.in/codes-policies

22. Prevention of Sexual Harassment (POSH)

PARTICULARS DETAILS
Number of complaints filed during FY 2025\u201326 NIL
Number of complaints disposed off during FY 2025\u201326 NIL
Number of complaints pending as at 31st March 2026 NIL

The Company has constituted an Internal Complaints Committee (ICC) as required under the POSH Act. The Company has zero tolerance for sexual harassment at the workplace, and has in place a policy on Prevention of Sexual Harassment, which is available at ecoline.net.in/codes-policies

23. Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards (SS-1: Meetings of Board of Directors and SS-2: General Meetings) issued by the Institute of Company Secretaries of India (ICSI) during FY 2025-26.

24. Compliance with SEBI (LODR) Regulations, 2015

As an SME listed entity, the Company is subject to the applicable provisions of SEBI LODR, 2015. The Company has complied with all applicable requirements under SEBI LODR, 2015 during FY 2025-26, including:

Submission of half-yearly financial results under Regulation 52. Disclosure of shareholding pattern under Regulation 31 on a half-yearly basis. Disclosure of material events and information under Regulation 30. Filing of Annual Report in accordance with Regulation 34. Maintenance of functional website with mandatory information as per Regulation 46.

1ntimation of Board meeting dates and outcomes as per Regulation 29 and Regulation 30. Compliance with provisions related to Related Party Transactions under Regulation 23. Compliance with provisions related to Insider Trading under SEBI (PIT) Regulations, 2015.

Note: Pursuant to Regulation 15(2) of SEBI LODR, 2015, certain corporate governance requirements (Regulations 17 to 27, 46(2)(b) to (i), and Para C, D, and E of Schedule V) are not applicable to listed entities having paid-up equity share capital not exceeding 10 crore and net worth not exceeding 25 crore, and entities which are SME Listed. The Company qualifies as an SME listed entity and accordingly these provisions are not applicable.

25. Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return - Form MGT-7 for FY 2025-26 will be filed with the Registrar of Companies within the prescribed timeline. The Annual Return will be made available on the Companys website at ecoline.net.in/investors-deck upon filing.

26. Significant and Material Orders Passed by Regulators/Courts/Tribunals

During the year under review, there were no significant or material orders passed by any Regulators, Courts, or Tribunals that could impact the Going Concern status of the Company or its future operations.

However, the following orders/proceedings were noted in the ordinary course of business, which are being contested by the Company at the appropriate forums:

A. Income Tax Department (A.Y. 2016-17): The Company received a demand notice under Section 156 of the Income Tax Act, 1961, for a sum of 48.91 Lakhs (revised to 91.46 Lakhs inclusive of interest) pursuant to proceedings under Section 148A. The Company has filed an appeal against the said order along with the requisite deposit. The matter is currently pending, and the management believes no adjustment is required in the books at this stage.

B. Goods and Services Tax (GST) Authorities: I) An order dated June 26, 2024, was passed under Section 129(3) of the GST Act, 2017, involving a demand of 3.81 Lakhs relating to the interception of a conveyance and an expired e-way bill. The Company has filed an appeal against this order.

II) A second order dated June 26, 2024, was passed under Section 129(3) of the GST Act, 2017, involving a demand of 1.74 Lakhs. The Company has also preferred an appeal against this order.

27. Proceedings under the Insolvency and Bankruptcy Code, 2016

No application has been made or proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company during FY 2025-26.

28. Details of Difference between Valuation and One-Time Settlement

During FY 2025-26, there was no instance of one-time settlement with any bank or financial institution. Accordingly, there is no difference to be reported between the amount of valuation and the amount paid in any one-time settlement.

29. Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the financial year.

30. Fraud Reporting

During the year under review, there were no instances of material or serious fraud falling under Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

31. Registrar and Transfer Agent

Your Company has appointed M/s. MUFG Intime India Private Limited, address: C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083 as Registrar and Share Transfer Agent of the Company.

32. Industrial Relations

Overall business relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

33. Liquidity

The Company maintains sufficient cash to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables your Company to position itself for quick responses to market dynamics.

34. Audit Trail Applicability

The Company has used accounting software for maintaining its books of account for the financial year which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software/s.

35. Appointment of Designated Person

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations. The Company has appointed Sudarshan Saraogi as the Designated Person in a Board meeting.

36. Directors Responsibility Statement

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, your Directors confirm and state that:

1n the preparation of the Annual Accounts for FY 2025-26, the applicable Accounting Standards have been followed, and there are no material departures from such standards. The Directors have selected such accounting policies and applied them consistently, and made judgements 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 at 31st March 2026 and of the Profit and Loss of the Company for the year ended on that date. The Directors 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. The Annual Accounts for FY 2025-26 have been prepared on a going concern basis. The Directors have laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and were operating effectively during FY 2025-26. 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.

37. Code of Conduct

The Company has adopted a Code of Conduct for all Directors and Senior Management Personnel. All Directors and Senior Management have affirmed compliance with the Code of Conduct for FY 2025-26. A declaration to this effect signed by the Managing Director is annexed to this Report.

38. Dematerialization of Shares

As on the date of this report, the entire shareholding of the Company both in respect of Promoters and public are held in dematerialized form with the current ISIN INE0VBS01016.

39. Acknowledgements

Your Directors place on record their sincere appreciation for the continued guidance and support of the Securities and Exchange Board of India (SEBI), the NSE Emerge Exchange, the Registrar of Companies, West Bengal, bankers, statutory and internal auditors, valued customers, suppliers, and all other stakeholders.

The Directors wish to express their gratitude to all the employees of the Company for their dedication, commitment, and hard work during the year. The management acknowledges the trust reposed by the shareholders and members of the Company in its leadership.

For and on behalf of the Board of Directors

Ecoline Exim Limited

Sudarshan Saraogi Chairman & Whole Time Director DIN: 01149829

Saurabh Saraogi Managing Director DIN: 01572950

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.