iifl-logo

Global Defence Industries Limited Directors Report

Add as a Preferred Source on Google
₹12.19
(5.00%)
Apr 6, 2026|12:00:00 AM

Global Defence Industries Limited Share Price directors Report

To,

The Members,

Global Defence Industries Limited

(formerly known as Nibe Ordnance and Maritime Limited),

Address: 202, C-Wing, Windfall, Sahar Plaza Complex,

J B Nagar, Marol, M. V. Road, Andheri (East), Mumbai - 400059.

The financial year of the Company commenced on April 01, 2025 and ended on March 31, 2026 (both days inclusive).

Your Directors have immense pleasure in presenting their 41st Boards Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY OR HTGHLTGHTS/PERFORMANCE OF THE COMPANY:

The Audited Standalone and Consolidated Financial Statements of the Company as on 31st March, 2026, which form a part of this Integrated Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013 ("Act"), relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The Key highlights of financial performance of the Company for the financial year 2025-26 compared to the previous financial year are tabulated below:

Particulars Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Total Income 668.24 164.97 4,300.07 450.68
Less: Expenditure 869.56 153.91 4,883.28 291.82
Profit/(Loss) before Tax (201.32) 11.06 (583.21) 158.86
Tax Expense (including Previous Year Tax Adjustment) (37.14) (0.24) (13.24) 44.46
Profit After Tax (164.18) 11.30 (571.10) 114.40
Exception Income 0.00 0.00 0.00 0.00
Exception expenditure 0.00 0.00 0.00 0.00

2. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY:

During the year, the name of the Company has been changed from ‘Nibe Ordnance and Maritime Limited to ‘Global Defence Industries Limited w.e.f. February 24, 2026.

During the financial year 2025-26 under review, the total standalone gross revenue was Rs. 668.24 Lakhs as compared to Rs. 164.97 Lakhs of the previous financial year. At consolidated level, the Company achieved a gross revenue of Rs. 4,300.07 Lakhs as compared to Rs. 450.68 Lakhs in the previous financial year.

During the financial year 2025-26 under review, the standalone profit/(loss) before tax of the Company was at Rs. (201.32) Lakhs during the financial year as compared to Rs. 11.06 Lakhs in the previous financial year. The consolidated profit/(loss) before tax of the Company was at Rs. (583.21) Lakhs during the financial year as compared to Rs. 158.86 Lakhs in the previous year.

Also, the state-of-the-art artillery shell manufacturing line of Globe Forge Limited (Subsdiary of the Company), located at MIDC, Shirdi, Maharashtra, India, was formally inaugurated by Shri Rajnath Singh, Honble Defence Minister of India; Shri Devendra Fadnavis, Honble Chief Minister of Maharashtra; and General Anil Chauhan, Chief of Defence Staff (CDS) of the Indian Armed Forces.

3. TRANSFER TO RESERVE:

The Company has not transfer any amount to the General Reserve for the financial year 2025-26.

4. DIVIDEND:

During the financial year under review, the Board does not recommend any dividend for the financial year 2025-26.

5. Unpaid Dividend & IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

6. SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31, 2026, was Rs. 13,00,00,000/- (Thirteen Crores only) comprising of 1,30,00,000 (One Crore Thirty Lakhs only) equity shares of Rs. 10/- each. There was no change in the authorized share capital of the Company during the financial year ended on March 31, 2026.

The Paid-up Share Capital as on March 31, 2026, was Rs. 1,53,13,750 (One Crore Fifty-Three Lakhs Thirteen Thousand Seven Hundred Fifty Only) consisting of 15,31,375 (Fifteen Lakhs Thirty-One Thousand Three Hundred Seventy- Five) equity shares of Rs. 10/- each fully paid-up.

The Company has not issued shares with differential voting rights during the year under review.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

The Company has not bought back any of its securities during the year under review.

7. CHANGES IN THE NATURE OF BUSINESS:

During the financial year under review, there was no change in the nature of business of the Company, however there was alteration in the MOA & AOA of the Company pursuant to change in the name of the Company from ‘Nibe Ordnance and Maritime Limited to ‘Global Defence Industries Limited.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

As on March 31, 2026 the Company has the following subsidiaries:

• Nibe Maritime Private Limited (incorporated on 20th August 2024)

• Global Munition Limited (incorporated on 07th April 2024)

• Globe Forge Limited (incorporated on 26th April 2024)

• Global Premier Limited (incorporated on 07th March 2025) - [step down subsidiary company]

• Global Explosives Limited (incorporated 10th May 2025)

On 10th May 2025, Global Explosives Limited ("GEL") was incorporated as a Subsidiary of the Company wherein the Company has an equity shareholding of (76%).

9. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Act and implementation requirements of Indian Accounting Standards (‘IND-AS) on accounting and disclosure requirements and as prescribed by the SEBI Listing Regulations, the Audited Consolidated Financial Statements are provided in this Annual Report

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Subsidiaries, Associates and Joint Ventures of the Company in the prescribed Form AOC-1 is annexed at Annexure - I to this Annual Report

Pursuant to Section 136 of the Act, the Financial Statements of the Subsidiaries are available on the website of the Company i.e., www.anshuni.com under Investor relations tab.

10. CORPORATE GOVERNANCE:

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015, of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day of previous financial year and Net Worth both were not exceeding the limit as prescribed under the regulation 15 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015. Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations 17, 59[17A,] 18, 19, 20, 21, 22, 23, 24, 60, [24A,] 25, 26, 27 and clauses (b) to (i) 61[and(t)] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply are not applicable to our Company during the year 2025-26. Hence Corporate Governance Report does not form part of this Boards Report.

11. ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at https://www.anshuni.com/annualreports.html.

12. BOARD OF DIRECTORS:

Your Company strives to adopt best practices for the effective functioning of the Board and believes in maintaining a diverse Board to create greater stakeholder value and ensure strong corporate governance. The Board of the Company comprises experienced and respected professionals who bring valuable expertise, strategic guidance, and leadership.

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Defence Industry. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there is no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The details of the Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms a part of this Integrated Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of and for the effective functioning of the Companys business. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms a part of this Integrated Annual Report. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, proficiency and they hold the highest standards of integrity.

0 All Independent Directors have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

0 The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

0 Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice of the ensuing AGM.

0 During the year under review:

• Mr. Mukesh Ranga was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. May 22, 2025;

• Mr. Venkateshwara Gowtama Manava tendered his resignation from the position of Non-Executive and Non-Independent Director of the Company w.e.f. February 06, 2026;

• Mr. Mahesh Panwar tendered his resignation from the position of Whole-Time Director of the Company w.e.f. February 11, 2026, accordingly, the Company has appointed Mr. Ravi Kant as Whole-Time Director of the Company w.e.f. February 12, 2026.

0 In terms of the provision of Section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Ganesh Ramesh Nibe (DIN: 02932622), Non-Executive, Non-Independent Director, of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

As on March 31, 2026 the following are Directors of the Company:

Mr. Ravi Kant : Whole-Time Director
Mr. Ganesh Ramesh Nibe : Non-Executive, Non-Independent Director
Mr. Bhagwan Gadade : Non-Executive, Independent Director
Mrs. Shilpa Ajay Bhatia : Non-Executive, Independent Director
Mr. Soonil V Bhokare : Non-Executive, Independent Director

As on date the Company has the following persons as the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder:

Mr. Ravi Kant : Whole-Time Director
Mr. Rajendra Apte : Chief Financial Officer
Mr. Mukesh Ranga : Company Secretary & Compliance Officer

14. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board business. During the year, 6 (Six) Board Meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days. Details of Board Meeting held during the financial year ended on March 31, 2026 are as under;

Date of Board Meeting Mr. Ganesh Ramesh Nibe Mr. Mahesh Panwar ( resigned w.e.f. 11.02.2026) Mr. Bhagwan Gadade Ms. Shilpa Ajay Bhatia Mr. Venkateswara Gowtama Mannava (resigned w.e.f. 06.02.2026) Mr. Soonil Bhokare Mr. Ravi Kant (appointed w.e.f. 12.02.2026)
22.05.2025 LOA ¦/ ? ¦/ ¦/ S NA
11.08.2025 -/ •/ •/ S S V NA
11.11.2025 ¦/ V S NA
30.12.2025 ¦/ ¦/ S ¦/ LOA S NA
11.02.2026 ¦/ ¦/ S ¦/ NA s NA
26.03.2026 NA S NA s LOA

15. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD 0F DIRECTORS:

Ai AUDIT COMMITTEE:

Terms of Reference:

The Audit Committee of Directors was constituted pursuant to the provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. These broadly includes (i) Develop an annual plan for Committee (ii) review of financial reporting processes, (iii) review of risk management, internal control and governance processes, (iv) discussions on quarterly, half yearly and annual financial statements, (v) interaction with statutory, internal auditors, (vi) recommendation for appointment, remuneration and terms of appointment of auditors and (vii) risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

a) Matter included in the Directors Responsibility Statement.

b) Changes, if any, in the accounting policies.

c) Major accounting estimates and significant adjustments in financial statement.

d) Compliance with listing and other legal requirements concerning financial statements.

e) Disclosures in financial statement including related party transactions,

f) Qualification in draft audit report.

g) Scrutiny of inter-corporate loans & investments.

h) Managements Discussions and Analysis of Companys operations.

i) Valuation of undertakings or assets of the company, wherever it is necessary.

j) Letters of Statutory Auditors to management on internal control weakness, if any.

k) Major non-routine transactions recorded in the financial statements involving exercise ofjudgement by the management.

l) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors considering their independence and effectiveness, and recommend the audit fees.

m) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

Composition:

All members of the Audit Committee are financially literate and they have accounting or related financial management expertise. During the year under review, there was no change in the composition of the Audit Committee. During the year the Audit Committee met five times, details of the Meetings held during the year and attended by the members are as under:

Date of Committee Meeting Mr. Bhagwan Gadade (Chairman) Mr. Soonil Bhokare (Member) Mr. Ganesh Ramesh Nibe

(Member)

22.05.2025 C C LOA
11.08.2025 C C c
11.11.2025 c c c
11.02.2026 c c c
26.03.2026 c c c

B) NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section

178 of the Companies Act, 2013 and Regulation 19 read with Part D, Para A of Schedule II of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing

Regulations). The Composition of the Committee is in conformity with the provisions of the said Section.

Terms of Reference:

The Committee is empowered:

a. Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

b. Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnels;

c. Support Board in evaluation of performance of all the Directors & in annual self-assessment of the Boards overall performance;

d. Conduct Annual performance review of MD and CEO and Senior Management Employees;

e. Administration of Employee Stock Option Scheme (ESOS);

f. Formulate a policy relating to remuneration for the Directors, Committee and also the Senior Management Employees.

Annual evaluation of Board, Committees and individual Directors:

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration. Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Summary of evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable).

A structured questionnaire approved by the Nomination and Remuneration Committee, covering various aspects of the functioning of Board and Committees was circulated to the Directors. The consolidated Evaluation Report of the Board/Committees, based on inputs received from the Directors was discussed at the Board Meeting.

Composition:

All members of the Committee are Non-Executive Directors. During the year under review, Mr. Venkateswara Gowtama Mannava resigned as the Director of Company and accordingly ceased to be member of the Nomination & Remuneration Committee w.e.f. February 06, 2026. During the year the Nomination and Remuneration Committee met three time, details of the Meetings held during the year and attended the members are as under:

Date of Committee Member Mr. Soonil Bhokare (Chairman) Mr. Bhagwan Gadade (Member) Ms. Shilpa Ajay Bhatia (Member) Mr. Venkateswara Gowtama Mannava

(Member)(resigned w.e.f. 06.02.2026)

22.05.2025 C C c C
11.08.2025 C C c C
11.02.2026 c c c NA

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to provisions of Section 178(5) of the Companies Act, 2013 and Regulation 19 read with Part D, Para B of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations).Committee of Directors (Stakeholders Relationship Committee) of the Board has been constituted.

The Stakeholder Relationship Committee consists of the following Directors as given below. The Committee is in charge of looking after grievances of Investors and Shareholders. The Stakeholders Relationship Committee met One (1) time i.e. on 22.05.2025 during the financial year ended on March 31, 2026. Mr. Mukesh Ranga, Company Secretary & Compliance Officer, acts as the Secretary to the Stakeholders Relationship Committee. The requisite quorum was present at all the Meetings. Details of constitution as on March 31, 2026 and attendance at their Meetings during the financial year ended March 31, 2026 are given below:

Terms of Reference:

The terms of reference of the Committee includes the following:

a) To review all complaint recorded in Scores of SEBI and replies made to the same by RTA/Company Secretary.

b) To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars.

c) To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies.

d) To review grievances of other stakeholders of the Company given in their individual capacity.

e) Overview activities relating to share maintenance and related work.

Composition:

During the year under review, Mr. Venkateswara Gowtama Mannava & Mr. Mahesh Panwar resigned as the Director of Company and accordingly ceased to be member of the Stakeholders Relationship Committee w.e.f.

February 06, 2026 and February 11, 2026. Accordingly, the Stakeholders Relationship Committee was re-constituted on February 11, 2026. The details of the Meeting held during the year and attended the members are as under:

Date of Committee Member Mr. Soonil Bhokare (Chairman) Mr. Bhagwan Gadade (Member) Mr. Mahesh Panwar (Member)

(resigned w.e.f. 11.02.2026)

Mr. Venkateswara Gowtama Mannava (Member)

(resigned w.e.f. 06.02.2026)

Mr. Ravi Kant (Member)

(appointed w.e.f. 12.02.2026)

22.05.2025 C C C NA

16. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have provided declarations confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The same is uploaded on the Companys Website i.e. https:/ /www.anshuni.com/

18. INDEPENDENT DIRECTORS MEETING:

During the financial year ended on March 31, 2026, the Companys Independent Directors Meeting was held on March 27, 2026 without the presence of the Non-Independent Directors and members of the management. The meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Companys affairs and put forth their combined views to the Board of Directors of the Company. In accordance with the Listing Regulations, following matters were, inter-alia, discussed at the meeting:

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and

• Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

19. DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:

The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The policy as approved by the Board, is uploaded on the Companys website and may be accessed at the link: i.e. https://www.anshuni.com/.

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Committees.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committees was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

The Certificate of Non-Disqualification of Director is annexed at Annexure II to this Annual Report.

21. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY

As Mr. Ravi Kant is also acting as a Whole-Time Director in Global Munition Limited (Subsidiary Company) he is drawing a remuneration of Rs. 59.92 lakhs per annum.

Name of Director Nature (Remuneration / Commission) Amount (in Rs.) Company from which this amount is drawn
Mr. Ravi Kant Remuneration Rs. 59.92 Lakhs Global Munition Limited (Subsidiary Company)

22. PARTICULARS OF INVESTMENTS. LOANS, GUARANTEES AND SECURITIES:

Particulars of Loans, Guarantees, Investments and securities made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of Annual Report.

During the year the Company has provided a corporate guarantee of Rs. 230 Crores in favour of the Cosmos Co-op. Bank Limited on behalf of Globe Forge Limited, Subsidiary of the Company ("Borrower") in connection with the financial facility/loan of Rs. 230 availed by the Subsidiary Company.

Also, pursuant to Paragraph A (2) of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations) particulars of Loans/Advances given to subsidiaries have been disclosed in the notes to the Financial Statements forming part of Annual Report.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism, in accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companys Code of Conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company. i.e. https://www.anshuni.com/

During the year, no cases were reported under whistle Blower Policy.

24. RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and were approved by the Audit Committee.

During the year under review, all contracts or arrangements or transactions entered by the Company with the Related Parties were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. All such contracts or arrangements, were entered into in the ordinary course of business and at arms length basis and approved by the Audit Committee. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 of the Act in Form AOC-2 is not applicable. There were no related party transactions which could have potential conflict with the interests of the Company at large. Further, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is attached herewith as Annexure III.

The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee for the transactions which are repetitive in nature and in line with the Policy on Materiality of and dealing with Related Party Transactions ("RPT Policy") adopted by the Company. Audit Committee grants Omnibus approval for the Related Party Transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are placed before the Audit Committee for review on a quarterly basis. The RPT Policy as amended and approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at Website: i.e. https://www.anshuni.com/.

The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit Committee and/or Board and/or Members for necessary review/approval.

The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status of the Companys and its future operation.

26. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:

During the financial year under review no significant and material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

27. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during financial year ended on March 31, 2026.

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

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

b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date

c) proper and sufficient care has been taken 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;

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

e) proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively

28. AUDIT TRAIL:

The Company has used accounting softwares for maintaining its books of account that has a feature of recording audit trail of each and every transaction and same has operated throughout the year creating an edit log of each change made in the books of account.

29. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. Kailash Chand Jain & Co., Chartered Accountants (FRN: 112318W) were appointed as Statutory Auditors of the Company at the 39th AGM held on September 21, 2024 for the term of Five years i.e.; from the conclusion of 39th Annual General Meeting till the conclusion of 44th Annual General Meeting to be held in 2029.

30. AUDITORS REPORT:

The report of the Statutory Auditors for the financial year ended on March 31, 2026 along with Notes and Schedules thereto is enclosed to this Annual Report. The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments. The Auditors Report does not contain any qualification, reservation, or adverse remark. Further, the Auditors have not reported any fraud under section 143(12) of the Act.

31. FRAUDS REPORTED BY AUDITOR:

There were no frauds reported by the Auditors under sub-section (12) of Section 143 of Companies Act, 2013.

32. COSTAUDITOR:

The Board of Directors of the Company here confirmed that according to the Companies working and business, the Company does not require to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

33. COST RECORDS:

Your Company is not required to maintain Cost Records as specified by the Central Government u/s 148 (1) of the Companies Act, 2013.

34. SECRETARIALAUDIT:

During the financial year pursuant to the recommendations of the Audit Committee, the Board at their meeting held on August 11, 2025, appointed M/s D. Maurya & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2026. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Secretarial Audit Report is annexed as Annexure IV to this report.

35. INTERNAL. AUDITOR:

M/s. ADV & Associates, Chartered Accountants, Internal Auditors of the Company have carried out audit on various expense heads of the Company. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

36. INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY:

The Board of Directors of the Company has devised systems, policies, procedures and frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to the policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal financial controls have been documented in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, controls self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. Management team has assessed the effectiveness of the Companys internal control over financial reporting as on March 31, 2026.

The Statutory Auditors of the Company have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting as defined under section 143 of the Act. for the financial year ended on March 31, 2026.

37. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your 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).

39. RISK MANAGEMENT POLICY:

The Companys robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. Risk management is integral part of our critical business activities, functions and processes.

The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

40. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company promotes a work environment that ensures every employee is treated with dignity and afford equitable treatment irrespective of his gender, race, social class, caste, religion, place of origin, disability or economic status. Gender equality and women safety is a very important part of the Companys human resource policies. The Company has zero tolerance for sexual harassment at workplace and it has adopted a Policy for the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder. The Company is committed to provide a safe and conducive work environment to all employees and associates that is free from any discrimination.

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Complaint Committee ("ICC") to redress the complaints received regarding sexual harassment. Composition of the ICC as on March 31, 2026 is given as below:

Name of the Person Designation
Ms. Komal Bhagat Presiding Officer
Adv. Pallavi Thatte External Member
Ms. Sneha Sharma Member
Mr. Sanandan Khairnar Member
Ms. Bhavani Yeragala Member

During the financial year, neither any complaint was reported, nor any complaint was pending for disposal.

Particulars Status
Number of complaints of sexual harassment received in the year Nil
Number of complaints disposed off during the year Nil
Number of cases pending for more than ninety days Nil

41. COMPLIANCE REGARDING MATERNITY BENEFIT ACT, 1961:

The Company has implemented a Maternity Benefit Policy in line with applicable statutory provisions to support female employees during maternity. However, during the financial year, no employee availed benefits under the said policy.

42. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company during the financial year.

43. HUMAN RESOURCES:

Your company believe that the employees are key contributors to the success of the business. Your company focus on attracting and retaining the best possible talent. This attribute helps employees garner a sense of brotherhood with the management which ultimately produces exemplary results for the entire organization. Companys manpower is a prudent mix of the experienced and youth which gives the dual advantage of stability and growth. Entire work processes and skilled, semi-skilled and unskilled resources together with management team have enabled to implement your companys growth plans. Your Company believes that the human resources are a very important part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is available for outstation employees.

44. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules,

2014 is given as Annexure V forming part of this Report

Conservation of Energy:

i) The steps taken or impact on conservation of energy;

ii) The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year.

iii) The steps taken by the Company for utilizing alternate sources of energy: No alternate source utilized during the year.

iv) The capital investment on energy conservation equipments: There is no capital investment made by the Company on energy conservation equipments.

Technology Absorption:

i) the efforts made towards technology absorption: No specific activities have been done by the Company.

ii) the benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA

iv) The expenditure incurred in Research and Development: Nil

45. FOREIGN EXCHANGE EARNINGS AND OUT-GO:

There are no Foreign Exchange Earnings and outgo during the Financial Year 2025-26.

46. PUBLIC DEPOSITS:

Your Company has not accepted or renew any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2025-26.

47. LOANS FROM DIRECTORS:

During the financial year under review, the Company has not borrowed any loans from its directors.

48. PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report.

49. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2025-26:

The information required pursuant to section 197(12) read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2025-26 forms part of this report as Annexure VI.

50. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

51. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year 2025-26 as stipulated under SEBI (LODR), Regulations,

2015 has annexed as Annexure VII and forming the part of this Report.

52. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS:

Your company has in place the code of conduct to regulate, monitor and report trading by Directors and Designated Employees in order to protect the investors interest as per Securities and Exchange of Board of India (Prohibition of Insider Trading) regulations, 2015. As per the code periodical disclosures and pre-clearances for trading in securities by the Directors, Designated Employees and Connected Persons is regulated and monitored.

53. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

54. CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT:

The Company has a code of conduct for all its Board members and senior management personnel which is available on https://www.anshuni.com/.

55. DETAILS OF INVESTORS GRIEVANCES/ COMPLAINTS:

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on March 31, 2026 are NIL.

56. LISTING STATUS OF THE COMPANY:

The names of stock exchanges at which the equity shares are listed and respective stock codes are as under:

Name of the Stock Exchanges Stock Code No.
The Bombay Stock Exchange Limited 512091
ISIN No INE425H01016

57. DEMATERIALTZATTON OF SHARES AND LIQUIDITY:

Currently 99.98% of the Company Share Capital is held in dematerialized form.

58. SHARE TRANSFER SYSTEM:

All share transfer, dematerialization and related work is managed by Registrar and Share Transfer Agent (RTA). M/s. MUFG Intime India Private Limited is your Companys RTA. All share transfer requests, demat/remat requests, correspondence relating to shares i.e., change of address, Power of Attorney, etc. should be addressed to the registrar and transfer agents.

59. CAUTIONARY STATEMENT:

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates, and expectations may constitute ‘forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

60. GENERAL CONFIRMATIONS:

Our directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.

• No application has been made by a financial or operational creditor or by the company itself, under the Insolvency and Bankruptcy Code, 2016.

• The Company has not entered into any One-Time Settlement with Bank s or Financial Institutions and therefore, no details of Valuation in this regard are available.

61. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors take this opportunity to express their sincere appreciation to all the employees for their commitment and contribution to the success of the Company. Their enthusiasm and hard work have enabled the Company to be at the forefront of the industry.

We also take this opportunity to thank all our valued customers who have appreciated and cherished our products. The Board extends heartfelt thanks to the investors and bankers for their ongoing support throughout the year. The directors also acknowledge the guidance and assistance from regulatory authorities, including SEBI, Stock Exchange, and other Central and State Government agencies.

In addition, the Board appreciates the support and collaboration from supply chain partners and other business associates. We look forward to their continued partnership and support in the future.

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2026, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

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, PMS SEBI Regn. No: INP000002213, 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

ISO certification icon
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.