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Energy Development Company Ltd Directors Report

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Energy Development Company Ltd Share Price directors Report

TO THE MEMBERS,

Your Directors take pleasure in presenting the 31st Annual Report on the business and operations of your Company along with the standalone and consolidated financial statements for the financial year ended on March 31, 2026.

FINANCIAL RESULTS

Your Companys financial performance for the year under review is summarized below: ( in Lakhs except EPS)

Standalone Consolidated
Particulars Year ended March 31, 2026 Year ended March 31, 2025 Year ended March 31, 2026 Year ended March 31, 2025
Revenue from operations 1,892.83 1,149.71 4,625.41 3,276.21
Other income 29.30 56.96 145.81 178.74
Total income 1,922.13 1,206.67 4,771.22 3,454.95
Total expenses other than depreciation & amortisation and finance costs 1,143.85 947.85 1,873.53 1,665.17
Profit / (Loss) before depreciation & amortisation, finance costs, tax and exceptional items 778.28 258.82 2,897.69 1,789.78
Depreciation & amortisation 259.24 260.44 908.55 1,026.29
Profit / (Loss) before finance costs, exceptional items and tax 519.04 (1.62) 951.90 (200.81)
Finance costs 125.01 145.86 1,037.24 (964.30)
Profit / (Loss) before exceptional items and tax 394.03 (147.48) 951.90 (200.81)
Exceptional items (688.32) (5,742.51) (565.73) (7,614.60)
Profit / (Loss) before tax for the year (294.29) (5,889.99) 386.17 (7,815.41)
Tax expenses 407.15 1,220.09 410.41 1,910.96
Profit / (Loss) a er tax for the year (701.44) (7,110.08) (24.24) (9,726.37)
Non-controlling interest in the losses of subsidiary companies \u2013 \u2013 \u2013 \u2013
Other comprehensive income (net of tax) 11.33 8.58 18.12 3.57
Total comprehensive income for the year (comprising of profit (690.11) (7,101.50) (6.12) (9,722.80)
/ (loss) and other comprehensive income) for the year
Earnings per equity share of 10/- each (basic & diluted) (1.48) (14.97) (0.05) (20.48)

SHARE CAPITAL

The paid-up equity share capital as at March 31, 2026 stood at 47.50 crore. During the financial year under review, there has been no change in the capital structure of the Company.

RESERVES

The Company did not transfer any amount to any reserve during the year under review.

DIVIDEND

The Board of Directors of your Company did not recommend any dividend for the financial year under review because of loss during the year under review.

STATE OF COMPANYS AFFAIRS

The Company is primarily engaged in power generation, infrastructure development such as construction of bridges, hydro projects including operation and maintenance thereof, supply of materials etc. The financial performance of the Company, both on standalone & consolidated basis, are given above in the table under Financial Results. Detailed information on the operation of different business segments of the Company, future expectations and business environment is provided in the Management Discussion and Analysis Report.

BUSINESS OF THE COMPANY

There has been no change in the nature of the business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereina er referred to as the LODR Regulations), is annexed herewith and marked as Annexure A.

CORPORATE GOVERNANCE

The Company is committed to the highest standards of governance. The Report on the Corporate Governance pursuant to Regulation 34(3) read together with Part C of Schedule V of the LODR Regulations forms part of this Annual Report and marked as Annexure B.

The Whole-time Director has given the certificate as required under Regulation 34(3) read with Part D of Schedule V of the LODR Regulation regarding compliance with the Code of Conduct of the Company for the year ended on March 31, 2026, which forms part of this Report, and is marked as Annexure C.

The Whole-time Director and the Chief Financial Officer of the Company have given their certificate as required under Regulation 17(8) read with Part B of Schedule II of the LODR Regulations regarding the Annual Financial Statements of the Company for the financial year ended on March 31, 2026, which forms part of this Annual Report and is marked as Annexure D.

Certificate received from the Companys Statutory Auditor confirming compliance with the conditions of Corporate Governance is a ached and marked as Annexure E.

HOLDING, SUBSIDIARIES AND ASSOCIATES

The Company is not a subsidiary of any Company. As on March 31, 2026, the Company has 5 subsidiaries and 1 associate. There has been no material change in the nature of business of the subsidiaries.

The Company has also formulated a Policy for Determining Material Subsidiaries in line with the requirement of the LODR Regulations. The said Policy may be accessed at h p://www.edclgroup.com/pdf/Policy-for-Determining-Material-Subsidiary.pdf .

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiaries and associate in Form AOC-1 is annexed herewith and marked as Annexure F.

Brief details of the subsidiaries are given below:

i) Ayyappa Hydro Power Limited (Wholly-owned & material non-listed subsidiary)

The Company is operating the 15 MW Karikkayam Hydro Electric Project, in the State of Kerala. During the year under review, revenue from operations of the Company stood at 2,180.48 Lakhs as compared to 1,656.77 Lakhs in previous year.

ii) EDCL Power Projects Limited (Wholly-owned & material non-listed subsidiary)

The Company is operating the 7 MW Ullunkal Hydro Electric Project, in the State of Kerala. During the year under review, revenue from operations of the Company stood at 552.10 Lakhs as compared to 469.72 Lakhs in previous year.

Entire generation from the units of above mentioned subsidiaries was sold to the Kerala State Electricity Board (KSEB) under Long term Power Purchase Agreements (PPA).

Mr. Aman Jain (DIN: 08187995) and Ms. Vandana (DIN : 10727940), Independent Directors of the Company were also on the Board of Directors of above mentioned subsidiaries, during the financial year 2025-26, as Independent Directors.

iii) EDCL - Arunachal Hydro Project Private Limited (Wholly-owned subsidiary)

The Company is yet to undertake any project.

iv) Eastern Ramganga Valley Hydel Projects Company Private Limited

The Company was executing 6.5 MW Burthing Small Hydro Electric Project and 5.0 MW Phuliabagar Small Hydro Electric Project in the State of U arakhand. Detail Project Report (DPR) for both projects have been approved.

v) Sarju Valley Hydel Projects Company Private Limited

The Company was executing 5.5 MW Balighat Small Hydro Electric Project in the State of U arakhand. Detailed Project Report (DPR) for the project has been approved.

The Company has an associate namely, Arunachal Hydro Power Limited which was developing and executing various hydro power projects through its several subsidiaries in the State of Arunachal Pradesh. The name of this company has since been stricken-o from the Register of Companies by the Registrar of Companies, Shillong, for non-filing of the financial statements and annual return.

The audited financial statements of two subsidiaries of the Company namely Eastern Ramganga Valley Hydel Projects Company Private Limited and Sarju Valley Hydel Projects Company Private Limited have not been made available to the Company for the financial year ended on March 31, 2026 and one associate viz. Arunachal Hydro Power Limited from March 31, 2023. Refer note 1 to the consolidated financial statements for further details in this respect.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2026 have been prepared with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and LODR Regulations read together with governing Indian Accounting Standard 110 Consolidated Financial Statements and Indian Accounting Standard 28 Accountancy for Investments in Associates and Joint Ventures and forms part of the Annual Report.

The Consolidated Financial Statements for the financial year ended on March 31, 2026 have been prepared without considering the financial results of two subsidiaries viz. Eastern Ramganga Valley Hydel Projects Company Pvt. Ltd. and Sarju Valley Hydel Projects Company Pvt. Ltd. and one associate namely Arunachal Hydro Power Ltd. due to non-availability of information as the financial statements of these companies were not furnished to the holding company. The balances as available from the audited financial statements for the financial year ended on March 31, 2025 (for 2 subsidiary companies) and the financial year ended on March 31, 2022 (for the associate company) have therefore been carried forward for the purpose of consolidation. Please refer Note 1 of Consolidated Financial Statements for further information regarding Eastern Ramganga Valley Hydel Projects Company Private Limited, Sarju Valley Hydel Projects Company Private Limited and Arunachal Hydro Power Limited.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company along with relevant documents and separate audited accounts for the year ended March 31, 2026, in respect of first three subsidiaries mentioned under the head Subsidiaries Financials are available on the website of the Company.

BOARD OF DIRECTORS AND BOARD MEETINGS Board and Commi ees

As on March 31, 2026 the Board of Directors comprised of 6 Non-executive Directors and a Whole-time Executive Director having experience in varied fields. Out of 6 Non-Executive Directors, 3 were Independent Directors. Detailed information on Directors is provided in the Report on Corporate Governance.

At present, there are following 3 Commi ees:

i) Audit Commi ee; ii) Nomination and Remuneration Commi ee; and iii) Stakeholders Relationship Commi ee

The Board has accepted all the recommendations of these Commi ees. The details of composition, terms of reference, meetings and a endance thereat etc. of the Commi ees are given in the Report on Corporate Governance.

Number of Board meetings

The Board met 5 times during the financial year under review. Detailed information on dates of the Board meetings and a endance thereat are provided in the Report on Corporate Governance.

Directors

The Shareholders, at the 30th Annual General Meeting held on September 27, 2025, have approved the re-appointment of Mr. Aman Jain (DIN : 08187995) as an Independent Director for the 2nd consecutive term of 5 years, effective from June 30, 2025. Mrs. Pankaja Kumari Singh (DIN : 00199454), Director, who retired by rotation, at the last Annual General Meeting held on September 27, 2025, has been re-appointed as Director, liable to retire by rotation.

Ms. Disha Kumari Singh (DIN : 09092385), Director, liable to retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The brief resume and other details relating to Director due for re-appointment at the ensuing Annual General Meeting are provided in the Notice of Annual General Meeting. Your Board recommends her re-appointment.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee (NRC) works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, governance, education and public service. The Company follows the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel of the Company as recommended by the NRC and approved by the Board of Directors and the said policy was amended from time to time. The said Policy may be accessed at h p://www.edclgroup.com/pdf/Nomination-and-Remuneration-Policy.pdf. The Company pays si ing fees to all the Directors for a ending the meetings of the Board and Commi ees thereof. The Executive Director is being paid the remuneration within the limits as per the provisions of the Companies Act, 2013 and as approved by the shareholders of the Company.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence, as prescribed under the Companies Act, 2013 and the LODR Regulations. All Independent Directors also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. The Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and the LODR Regulations and are independent of the Management. The Board further is of the opinion that the Independent Directors possess requisite expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Familiarisation Programme for Independent Directors

Your Company has in place a structured Familiarisation Programme for Independent Directors with a view to familiarising them with your Companys business model, industry dynamics, manufacturing facilities, operational processes, regulatory framework, risk profile and governance practices.

The details of Familiarisation Programme for Independent Directors imparted during the year have been given in the Report on Corporate Governance.

Performance Evaluation

Pursuant to Section 178 of the Act, Regulation 17 of the LODR Regulations and relevant SEBI Circulars, the Nomination and Remuneration Committee (NRC) has adopted the methodology for performance evaluation of the Board, its Commi ees and Individual Directors, based on various criteria as detailed in the Report on the Corporate Governance..

Accordingly, the Board of Directors carried out annual evaluation of its own performance, Commi ees and the individual Directors of the Company, excluding the Director being evaluated. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.

The Board expressed its satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to the Directors Responsibility Statement, your Board confirms that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 a airs of the Company as at March 31, 2026 and of the loss of the Company for that period;

c) 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;

d) the Directors have prepared the annual accounts on a going concern basis;

e) 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;

f) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

As on March 31, 2026 the Company has following whole time key managerial personnel: Whole-time Director: Mr. Satyendra Pal Singh - designated as Executive Director.

Chief Financial Officer: Mr. Prabir Goswami. Company Secretary: Ms. Sneha Naredi

There was no change in the whole time key managerial personnel during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

The provisions under Section 135 of the Companies Act, 2013 read with the Rules made thereunder are not applicable as the Company does not meet any of the criteria specified therein.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial control system commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The statutory auditors have conducted comprehensive verifications of systems and processes, confirming the adequacy and operational effectiveness of internal financial controls over financial reporting.

RISK MANAGEMENT

The Company has formulated and implemented a Risk Management Policy (Risk Management Procedure) in consultation with Senior Management to identify various kinds of risk in business at appropriate time and the process to minimize/mitigate the same. The said Policy is periodically reviewed by the Audit Committee and the Board. For details, please refer to the Management Discussion and Analysis Report. The Risk Management Policy is available at www.edclgroup.com.

At present, the Company has not identified any element of risk which may threaten the existence of the Company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a Vigil Mechanism and a Policy namely, Whistle Blower Policy to deal with unethical behaviour, victimisation, fraud and other grievances, if any, and lays down the process for raising concern or violation of the Companys Code of Conduct. The said Policy may be accessed at h p://www.edclgroup.com/pdf/Whistle-Blower-Policy.pdf.

Your Company hereby a rms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaint was received during the year.

LOAN, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes forming part of the Audited Financial Statements, of the Company for the year ended March 31, 2026.

The Board confirms that all such transactions were undertaken in compliance with the applicable provisions of the Companies Act, 2013.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts / arrangements / transactions entered by the Company with related parties were in its ordinary course of business and on an arms length basis and were placed before the Audit Committee and Board for their approval, as required. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of repetitive nature. The Company has not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form AOC - 2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no related party transactions which could have potential conflict with the interests of the Company at large. There were no materially significant Related Party Transactions entered into by your Company during the Financial Year under review. The Company has adopted a Policy on Related Party Transaction for the purpose of identification and monitoring of such transactions.

All related party transactions entered during the year under review are disclosed in Note No. 42 of the Audited Financial Statement of the Company in accordance with the Indian Accounting Standard 24 on Related Party Disclosures notified by the Companies (Indian Accounting Standards) Rules, 2015, and are not repeated in this Report.

AUDITORS AND AUDITORS REPORT (i) Statutory Auditors

M/s. ALPS & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of 5 years, from the conclusion of the 27th Annual General Meeting held on September 30, 2022, till the conclusion of the 32nd Annual General Meeting due to be held in 2027.

The Company has received a certificate from M/s. ALPS & Co., Statutory Auditors confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the LODR Regulations.

M/s. ALPS & Co. has given the following adverse opinion in their reports dated May 28, 2026, on standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026 :

In respect of loans granted to wholly owned subsidiaries, the management is in the process of determination of terms of repayment etc. and the same being granted as a ma er of financial support to the wholly owned subsidiary companies, the outstanding amount has been considered good and recoverable. The investment in equity shares and preference shares of the wholly owned subsidiaries, being strategic in nature, no adjustment in carrying value has been considered necessary by the management. The management is in the process of recovery of outstanding balances of trade receivables and loans and pending recovery thereof, the said amounts have been considered good for recovery. Reconciliation of outstanding balances with customers and/ or suppliers is in progress and consequential impact, if any, will be given effect to as and when determinable. Remuneration paid to one of the directors of the Company, pending approvals thereof, have been considered recoverable and the same is considered good for recovery as on March 31, 2026.

Pursuant to the search conducted under section 132 of the Income Tax Act, 1961 by Income Tax Authorities in the financial year 2020-21, the Company has received demand notices with respect to assessment years 2011-12 to 2020-21, amounting to 18,817.47 Lakhs as income tax from the Income Tax Department. The demand has been challenged through the appellate process enunciated in the Income Tax Act, 1961 on the grounds of it being erroneous in facts and in law and the matter is pending as on date. Pursuant to the application made by the Company, the demands have been stayed. Pending resolution of the ma ers, 1,235.03 Lakhs (including 153.30 Lakhs recovered from the bank accounts of the Company) have been deposited till March 31, 2024. Additionally, two subsidiaries namely EDCL Power Projects Ltd. and Ayyappa Hydro Power Ltd. have received assessment orders for assessment of income tax for the years 2013-14 to 2021-22 and 2015-16 to 2020-21 and demand notices aggregating to 4,285.09 Lakhs and 59.10 Lakhs respectively have been issued to the said subsidiary companies. Necessary appeals against these notices have been filed before the Commissioner of Income Tax (appeals) and the ma er is pending as on date. As per the legal and professional advice received, the allegations and contentions made by the Income Tax Authorities are legally not tenable and no liability as such is expected to arise in respect of ma ers. Matters pending in appeal, impact in this respect as such are not determinable.

Other observations and opinions of the Statutory Auditors in their report are self-explanatory in nature.

During the Financial Year under review, no fraud was reported by the Statutory Auditors under Section 143 (12) of the Companies Act, 2013.

(ii) Cost Auditors

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly, such accounts and records are made and maintained.

The Cost Audit Report of the Company, as required under Section 148 of the Act, for the financial year ended March 31, 2025, did not contain any qualification, reservation, or adverse remark and has been filed with the Registrar of Companies, Ministry of Corporate A airs. The cost audit of the cost records maintained by the Company for the financial year ending March 31, 2026, will be conducted within the stipulated time.

The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co., Cost Accountants of 11A, Dover Lane, Flat B1/34, Kolkata - 700 029 as the Cost Auditors of the Company to conduct Cost Audit for the financial year 2026-27 at a remuneration of 60,000/- plus applicable taxes and reimbursement of out of pocket expenses, if any. In terms of Section 148 of the Companies Act, 2013, your Board recommends ratification of remuneration of the Cost Auditors at the ensuing Annual General Meeting.

(iii) Secretarial Auditor

Ms. Sweety Sharma, Practicing Company Secretary, having Membership No. ACS-35080 and CP. No. 13098, has been re-appointed as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years, from the conclusion of the 30th Annual General Meeting held on September 27, 2025, till the conclusion of the 35th Annual General Meeting of the Company due to be held in 2030, covering the financial year 2025-26 to 2029-30.

The Secretarial Audit Report for the financial year ended on March 31, 2026 is annexed herewith and marked as Annexure G and forms an integral part of this Annual Report.

With regard to remarks in her Report, the Board hereby clarifies that the delay in filing of forms and non-filing of forms were due to non-approval to file, financial and payment issues. The Board will arrange to complete filing of all pending forms. Other remarks are self-explanatory in nature.

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

(iv) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, your Company has an adequate Internal Audit framework commensurate with the size and complexity of its operations. The Board of Directors, on the recommendation of the Audit Commi ee, has appointed M/s. K. N. Gutgutia & Company, Chartered Accountants, as the Internal Auditors of your Company. The Internal Auditors conduct periodic audits based on audit plans approved by the Audit Commi ee.

The Internal Audit Reports, together with management responses and action taken reports, are periodically placed before the Audit Committee for its review and guidance.

ANTI-SEXUAL HARASSMENT POLICY

The Company has adopted Anti-Sexual Harassment Policy, covering all the aspects as contained under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to constitution of Internal Committee under the said Act.

During the reporting period, the details of number of complaints received by the Company under the said Act are as follows:

Sl. No. Particulars Number
1 Number of complaints of sexual harassment received in the year Nil
2 Number of complaints disposed o during the year Nil
3 Number of cases pending for more than ninety days Nil

MATERNITY BENEFIT

The Board of Directors of your Company confirms that during the year under review, the Company has complied with applicable provisions of the Maternity Benefit Act, 1961.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has generally complied with the revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith and marked as Annexure H.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection by the Members at the registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting, upon receipt of the request. Any Member interested in obtaining such particulars may write to the Company Secretary.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms part of this Annual Report, marked as Annexure I.

EXTRACT OF ANNUAL RETURN

In terms of the Companies Act, 2013, as amended, the Annual Return is available on the website of your Company at www.edclgroup.com under the tab Investor Information> Annual Reports under the link at h ps://www.edclgroup. com/investor-information/annual-report/.

DISCLOSURE ON INCOME TAX DEMAND

The Company has received demand notices under the provisions of the Income Tax Act, 1961, with respect to assessment years 2011-12 to 2020-21, amounting to 18,817.47 Lakhs as income tax from the Income Tax Department. The demand has been challenged through the appellate process enunciated in the Income Tax Act, 1961. Please refer to the ma er briefed in the Independent Auditors Report on the Standalone Financial Statements under (f) of basis of adverse opinion.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has closed Unpaid Dividend Account for the financial year 2017-18 during the year and balance lying in the said account was transferred to Investor Education and Protection Fund of Central Government. Necessary forms in relation to IEPF were filed with Registrar of Companies, Ministry of Corporate A airs.

Members who have not encashed their dividend warrant(s) for the financial years ended March 31, 2019 are requested to lodge their claims with the Company without any delay. It may be noted that the unclaimed dividend for the financial year 2018-19 declared on September 30, 2019 can be claimed by the shareholders within November 03, 2026 a er which such unclaimed dividend amount shall be transferred to the Investor Education and Protection Fund of Central Government.

GENERAL

The Directors state that no disclosure or reporting is required in respect of the following items during the year under review as:

1. No deposits covered under Chapter V of the Companies Act, 2013 were accepted and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

2. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including sweat equity shares) to employees of the Company under any scheme were issued.

3. No remuneration or commission to the Whole-time Director of the Company were paid from any of its subsidiaries.

4. No significant and material orders were passed by any regulatory authority or court or tribunal impacting the going concern status and Companys operation in foreseeable future. Please refer to the ma er briefed in fi h paragraph of (i) Statutory Auditors under Auditors and Auditors Report mentioned herein above.

5. No material changes, commitments or significant events occurred affecting the financial position of the Company between the end of financial year and date of report.

6. No fraud has been reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors to the Audit Committee or the Board.

7. No application was made by or against the Company during the year under review or no proceeding was pending against the Company as on March 31, 2026, under the Insolvency and Bankruptcy Code, 2016.

8. There was no instance of one-time se lement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the Central and State Governments, its bankers, customers, vendors, valued investors and other stakeholders of the Company for their continued co-operation and support.

Your Directors also wish to acknowledge the support and valuable contributions made by the employees, at all levels.

For and on behalf of the Board
for Energy Development Company Limited
Sd/- Sd/-
Satyendra Pal Singh Nitin Du Sharma
(Executive Director) (Chairperson)
(DIN: 01055370) (DIN: 09446669)
Place : Kolkata
Date : August 10, 2026

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