IDream Film Infrastructure Company Ltd Directors Report

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Sep 29, 2026|12:00:00 AM

IDream Film Infrastructure Company Ltd Share Price directors Report

To,

The Members,

Your Directors have pleasure in presenting their 45th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2026.

1. Financial summary

The financial results for the year are as under:

Standalone:

Particulars Year ended 31.03.2026 Year ended 31.03.2025
Sales and other Income 1.70 0.53
Profit before depreciation, amortization and exceptional items (287.12) (21.10)
Less: Depreciation and amortization 0.00 0.00
Less: Exceptional items 5.00 0.00
Profit before tax (282.12) (21.10)
Less: Provision for tax 0.00 0.00
Provision for deferred tax 0.00 0.00
Profit after taxation (282.12) (21.10)

Consolidated:

Particulars Year ended Year ended
31.03.2026 31.03.2025
Sales and other Income 1.46 0.00
Profit before depreciation, amortization and exceptional items (287.28) (21.60)
Less: Depreciation and amortization 0.00 0.00
Less: Exceptional items 264.18 0.00
Profit before tax (23.10) (21.60)
Less: Provision for tax 0.00 0.00
Provision for deferred tax 0.00 0.00
Profit after taxation (23.10) (21.60)

2. Dividend

The Board of Directors does not recommend any dividend for financial year ended on 31st March, 2026.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2025-26.

4. Brief description of the Companys working during the year/State of Companys affair

On a standalone basis, during the year under review, the Company did not undertake any business operations. There is net loss of Rs. 282.12 lacs during the year 2025-26 compared to the net loss of Rs. 21.10 lacs during the year 2024-25.

On a consolidated basis, during the year under review, the Company did not undertake any business operations. There is net loss of Rs. 23.10 lacs during the year 2025-26 compared to the net loss of Rs. 21.10 lacs during the year 2024-25.

Strategic Transformation and Way Forward

Subsequent to the year end, the Company completed the acquisition of 100% equity stake in eTunnel Inc., Seoul, Republic of Korea, a technology company engaged in biometric security and digital identity solutions. Its proprietary P2N2 multi-modal biometric engine integrates face, palm vein, iris and fingerprint recognition, providing a strong technology platform for secure authentication applications.

The acquisition marks a significant strategic transformation of the Company, expanding its business profile beyond its existing film and media-infrastructure activities. The Company will continue to operate its existing media-infrastructure business while leveraging the technology capabilities and international presence of eTunnel, including its established relationship with the International Telecommunication Union (ITU).

As part of its growth strategy, the Company has also proposed to incorporate a wholly owned subsidiary with objects covering digital technology and related businesses, including battery-operated and technology-enabled products, systems and solutions, along with other emerging technology opportunities.

Going forward, the Company will focus on integrating the acquired business, expanding its technology portfolio in India, developing institutional and government relationships, and investing in scalable digital and technology-led businesses. The Board is committed to disciplined execution, strong governance and prudent capital allocation to build a diversified and sustainable business and create long-term value for shareholders.

5. Change in the nature of business, if any

There is no change in the nature of business during the financial year 2025-26.

6. 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 to which the financial statements relate and the date of the report

The Company completed the proposed change in control pursuant to the Share Purchase Agreement entered into between the Promoters, M/s. AHA Holdings Private Limited, and M/s. Northvale Capital Partners Private Limited, Singapore. On 21 May 2026, the Company allotted 40,00,000 equity shares to Northvale Capital Partners Private Limited for cash consideration of Rs. 4.00 crore and 26,64,03,280 equity shares on a share-swap basis towards acquisition of 100% equity stake in E-Tunnel Inc., South Korea. The aforesaid transactions resulted in a change in control of the Company and acquisition of 100% stake in E-Tunnel Inc., subsequent to the end of the financial year.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has appointed internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has one Wholly-owned Subsidiary Company viz. AHA Parks Limited which is an unlisted Public Company.

During the year under review, the Company sold its entire equity investment in its subsidiary, M/s AHA Parks, to its holding company, M/s AHA Holdings Private Limited, for Rs. 5,00,000 on 10th December, 2025.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement, if any.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘Act), the Company has prepared consolidated financial statements of the Company and its subsidiary styled AHA Parks Limited, which form part of this Annual Report.

Financial performance of the subsidiary for the year ended on 31st March, 2026 is as under:

1. M/s. AHA Parks Limited:

Particulars 2025-26 2024-25
Sales and Other Income 0.13 0.00
Profit before depreciation, amortization and exceptional items (0.53) (1.03)
Less: Depreciation and amortization 0.00 0.00
Less: Exceptional items 0.00 0.00
Profit before tax (0.53) (1.03)
Less: Provision for tax 0.00 0.00
Profit after taxation (0.53) (1.03)

The financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies, are available on the website of the company at www.idreamfilminfra.in.

Further, the report on the performance and financial position of the Subsidiary and salient features of its Financial Statements in the prescribed Form AOC-1 is annexed with the consolidated financial statements.

Your Company has no Joint Ventures or Associate Companies during the year.

11. Deposits

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, the details relating to deposits, covered under Chapter V of the Act is not applicable.

12. Statutory Auditors

M/s. Kanu Doshi & Associates LLP, Chartered Accountants, (Firm Registration No.104746W/W100096) has been appointed for a period five years at the AGM held on September 29, 2022, pursuant to the provisions of section 139 of the Companies Act 2013 till the conclusion of the 46th AGM and is eligible to act as statutory auditor for the current financial year.

However, after the year-end, due to a change in the management of the Company, the Statutory Auditors, M/s. Kanu Doshi Associates LLP, Chartered Accountants, have tendered their resignation with effect from August 13, 2026, after issuing the Limited Review Report for the quarter ended June 30, 2026.

As the audit of the financial year 2025-26 has been completed, the Board of Directors, at its meeting, held on 2nd September, 2026, considered and approved the appointment of M/s. D. C. Parikh & Co., Chartered Accountants (Firm Registration No. 107537), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Kanu Doshi Associates LLP, Chartered Accountants. The said appointment shall be subject to the approval of the shareholders at the ensuing Annual General Meeting.

M/s. D. C. Parikh & Co., Chartered Accountants (Firm Registration No. 107537), are proposed to be appointed as the Statutory Auditors of the Company for a period of five years, from the conclusion of the ensuing Annual General Meeting until the conclusion of the sixth Annual General Meeting of the Company.

13. Auditors Report

The observations of the Auditors are explained, wherever necessary, in an appropriate note to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their auditors report for the year 2025-26.

14. Share Capital

The Company has made following changes in the shares / securities of the company during / after the year under review and before the date of issuance of this report:

1. The Company has increased the Authorized Share Capital of the Company from Rs. 6,50,00,000/- to Rs. 2,75,00,00,000/- by passing ordinary resolution at the Extra-Ordinary General Meeting of the Company held on 27th January, 2026.

2. The Company allotted 40,00,000 equity shares of Rs. 10 each aggregating to Rs. 400,00,000/- to Northvale Capital Partners Private Limited on a preferential basis at the meeting of the board held on 21st May, 2026, pursuant to its approval at the Extra-Ordinary General Meeting of the Company held on 27th January, 2026.

3. The Company acquired 22,01,680 equity shares representing 100% of shareholding of E-tunnel INC., South Korea at the meeting of the board held on 21st May, 2026 and issued 26,64,03,280 equity shares in consideration of the acquisition on swap basis to the existing shareholders of E-tunnel INC, pursuant to its approval at the Extra-Ordinary General Meeting of the Company held on 27th January, 2026.

4. Considering the allotment of 40,00,000 equity shares of Rs. 10 each on cash basis and 26,64,03,280 equity shares of Rs. 10 each on swap basis, the paid-up capital of the Company has increased from Rs. 15,00,000 to Rs. 2,70,55,32,800.

15. Annual return

As per latest amendment in section 92 of the Companies Act, 2013, a copy of annual return will be displayed on Companys web site i.e. www.idreamfilminfra.in after filing annual return, on completion of ensuing annual general meeting with the Registrar of Companies within the time stipulated in said Section 92 of Act.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A).

17. Corporate Social Responsibility (CSR)

As net worth of the Company is below Indian Rupees five hundred crore or turnover is below Indian Rupees one thousand crore or a net profit is below Indian Rupees five crore during the preceding financial year ended on 31st March, 2025, Section 135 of the Companies Act, 2013 is not applicable and therefore the Company has not spent any sum towards Corporate Social Responsibility during the financial year 2025-26.

18. Directors & Key Managerial Personnel

A) There were changes in Directors and Key Managerial Personnel during the year 2025-26:

Name of Directors/ KMPs DIN/ PAN Designation Effective Date of appointment/ change in designation/ cessation Nature of Changes
Dhiresh Kusheshwar Thakur 10766807 Independent Director 19.11.2025 Resignation
Milan Vinod Chitalia 02019612 Independent Director 03.12.2025 Appointment
Suchita Prashant Shah 07745623 Independent Director 03.12.2025 Appointment

Further, after the year ended 31st March, 2026 and before the date of signing this report, pursuant to open offer, following changes were noted:

Name of Directors/ KMPs DIN/ PAN Designation Effective Date of appointment/ change in designation/ cessation Nature of Changes
NEW MANAGEMENT APPOINTMENTS
BALJIT SINGH 00711152 Additional Director (NonExecutive, Non Independent Director) 24/06/2026 Appointment at the Board Meeting held on 24th June, 2026
HONEY BALJIT SINGH 02589597 Additional Director (NonExecutive, Non Independent Director) 24/06/2026 Appointment at the Board Meeting held on 24th June, 2026
UPVEEN HARPAL 06800217 Additional Director (NonExecutive, Non Independent Director) 24/06/2026 Appointment at the Board Meeting held on 24th June, 2026
ROSS WILLIAM BRIERTY 10911462 Independent Director 24/06/2026 Appointment at the Board Meeting held on 24th June, 2026.
PRERANA S BOKIL 10272554 Independent Director 24/06/2026 Appointment at the Board Meeting held on 24th June, 2026.
SANTOSEE NARAYAN MAJHI CAPPM2535R Company Secretary 24/06/2026 Appointment at the Board Meeting held on 24th June, 2026.
YUNGKUG KIM QDZPK9585A Chief Executive Officer 01/07/2026 Appointment at the Board Meeting held on 24th June, 2026.
JASWINDER SINGH DMKPS3633E Chief Financial Officer 01/07/2026 Appointment at the Board Meeting held on 24th June, 2026.
OLD MANAGEMENT CESSATIONS
SUCHITA PRASHANT SHAH 07745623 Independent Director 24/06/2026 Cessation at the Board Meeting held on 24th June, 2026.
PARESH SHRIKRISHNA KADAM 10765711 Independent Director 24/06/2026 Cessation at the Board Meeting held on 24th June, 2026.
KALPANA SHRIPAL MORAKHIA 00336451 Managing Director 24/06/2026 Cessation at the Board Meeting held on 24th June, 2026.
MILAN VINOD CHITALIA 02019612 Independent Director 24/06/2026 Cessation at the Board Meeting held on 24th June, 2026.
NIRALI PANKAJ MEHTA BLWPM4539A Company Secretary 24/06/2026 Cessation at the Board Meeting held on 24th June, 2026.
UMESH KESHAV BHISE AWEPB3362J Chief Financial Officer 24/06/2026 Cessation at the Board Meeting held on 24th June, 2026.

B) Declaration by an Independent Director(s) and re- appointment, if any Declarations

A declaration, by Independent Directors that they have met the criteria provided in sub-section (6) of Section 149 of the Companies Act, 2013, have been received.

The Independent Directors of the Company have also confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

Re-appointments:

Ms. Upveen Harpal (DIN: 06800217), retires by rotation at the ensuing annual general meeting and being eligible offered herself for re-appointment as Director and has given her consent and declaration under Form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Details of Mr. Upveen Harpal, Additional Director seeking re-appointment as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stock exchange is already annexed to the notice of the annual general meeting.

Further, following directors shall be regularized and the company have received consents and declarations under Form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Details of following directors as per Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Bombay stock exchange is already annexed to the notice of the annual general meeting:

Name of the Director Current designation Proposed designation Date of appointment Particulars for approval in general meeting
BALJIT SINGH (DIN: 00711152) Additional Director Non Executive Non Independent Director 24/06/2026 Regularization in ensuing general meeting
HONEY BALJIT SINGH (DIN:02589597) Additional Director Non Executive Non Independent Director 24/06/2026 Regularization in ensuing general meeting
UPVEEN HARPAL (DIN: 06800217) Additional Director Non Executive Non Independent Director 24/06/2026 Regularization in ensuing general meeting
PRERANA S BOKIL (DIN: 10272554) Independent Director Non Executive Independent Director 24/06/2026 Appointment with effect from 24th June, 2026 for first term of consecutive five years, for shareholders approval
ROSS WILLIAM BRIERTY (DIN: 10911462) Independent Director Non Executive Independent Director 24/06/2026 Appointment with effect from 24th June, 2026 for first term of consecutive five years, for shareholders approval

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:

i. General understanding of the Companys business;

ii. Educational back ground and experience:

iii. Personal and professional ethics, integrity and values;

iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

D) Opinion of the Board:

Your Board is of opinion that independent directors of the Company, possess requisite qualifications, experience and expertise and they hold good standard of integrity in various fields.

19. Number of meetings of the Board of Directors

During the year from 1st April, 2025 to 31st March, 2026, the Board of Directors met on the following dates:

Date Board Strength No. of Directors Present
23.05.2025 3 3
14.08.2025 3 3
04.09.2025 3 3
13.11.2025 3 3
03.12.2025 4 4
10.12.2025 4 4
22.12.2025 4 4
27.12.2025 4 4
05.01.2026 4 4
13.01.2026 4 4
13.02.2026 4 4
27.03.2026 4 4

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.

20. Audit Committee

The members of the Audit Committee of the Company during the year under review were as under:

Name of Director Designation
Mr. Dhiresh Thakur Independent Director
Mr. Paresh Kadam Independent Director
Mrs. Kalpana Morakhia Executive Director

There was no occasion regarding non-acceptance of any recommendation of the Audit Committee during the year.

The Audit Committee was re-constituted at the Board Meeting of the Company held on 03.12.2025. Thus, the members of the Audit Committee of the Company as on 31st March, 2026 are as under:

Name of Director Designation
Mr. Milan Vinod Chitalia Independent Director
Mrs. Suchita Prashant Shah Independent Director
Mrs. Kalpana Morakhia Executive Director

The Audit Committee Meetings were duly convened during the year ended 31st March, 2026 on following dates:

• 23.05.2025, 14.08.2025, 13.11.2025, 22.12.2025, 13.02.2026

21. Details of establishment of vigil mechanism for directors and employees

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee oversees the functioning of the Vigil Mechanism.

22. Nomination and Remuneration Committee

The members of the Nomination and Remuneration Committee of the Company as on 31st March, 2026 are as under:

Name of Director Designation
Mrs. Amola Patel Independent Director
Mr. Rahul Kate Independent Director
Mrs. Kalpana Morakhia Executive Director

The policy formulated by nomination and remuneration committee:

The Board has in accordance with the provisions of Section 178(3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee was re-constituted at the Board Meeting of the Company held on 03.12.2025.

Name of Director Designation
Mr. Milan Vinod Chitalia Independent Director
Mrs. Suchita Prashant Shah Independent Director
Mr. Paresh Shrikrishna Kadam Independent Director

The Nomination and Remuneration Committee Meeting was held on 03.12.2025 during the year ended 31st March, 2026.

23. Risk Management Policy:

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this Report.

24. Particulars of loans, guarantees or investments under section 186:

During the year under review, pursuant to provisions of section 186 of the Companies Act, 2013, the Company has obtained shareholders approval for an amount not exceeding Rs. 500 Crore vide Special Resolution passed at Extra-ordinary General Meeting held on 27th January, 2026. In respect of loans and investments as per Section 186 of the Companies Act, 2013 is not applicable as there were no such loans, investments, securities or guarantees provided during the year.

25. Particulars of contracts or arrangements with related parties:

During the year under review, pursuant to the 4th proviso of Section 188(1) of the Companies Act, 2013, the Company has entered into transactions with said related parties that are in the ordinary course of business and on arms length basis.

No other related party transactions executed during the year under review, that requires any approval of the Board of Directors or shareholders under the Section 188 of the Act and accordingly Form AOC 2 is not required to attach herewith for the mentioned related parties.

26. Managerial Remuneration

Disclosures pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-B).

27. Secretarial Audit Report

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act, 2013 given by M/s. Prateek Maheshwari & Associates, Practicing Company Secretaries has been enclosed herewith as (Annexure C).

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the following comment by secretarial auditors:

The Company has not complied with the provisions of the Companies Act 2013, Secretarial Standards issued by ICSI and Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Managements Response:

The Company has taken note of the observation and has taken necessary corrective measures. The Company is committed to strengthening its compliance and monitoring mechanism to ensure timely compliance with the applicable provisions of the Companies Act, 2013, Secretarial Standards issued by ICSI and SEBI Regulations and Guidelines.

However, M/s. Prateek Maheshwari & Associates, Company Secretaries were appointed as Secretarial Auditor of the Company at the Annual General Meeting of the Company held on 30.09.2025 to conduct the audit for five consecutive financial years commencing from FY 2025-26 to FY 2029-30. However, due to change in management of the Company, the Secretarial Auditor have tendered their resignation w.e.f. 24.06.2026.

As the secretarial audit of the financial year 2025-26 has been completed, the Board of Directors, at its meeting, held on 2nd September, 2026, considered and approved the appointment of M/s. Ruchita Patel & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Prateek Maheshwari & Associates, Company Secretaries. The said appointment shall be subject to the approval of the shareholders at the ensuing Annual General Meeting.

M/s. Ruchita Patel & Associates, Practising Company Secretaries), are proposed to be appointed as the Secretarial Auditors of the Company for a period of five years, from the conclusion of the ensuing Annual General Meeting until the conclusion of the sixth Annual General Meeting of the Company.

28. Corporate Governance Report

As stipulated in the Regulation 72 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company does not require to comply with Regulation 17 to Regulation 27 of the said regulation as Paid-up Capital does not exceed Rs. 10 Crores or net worth does not exceed Rs. 25 Crores which is specified in Regulation 15 and hence did not need to obtain Corporate Governance Certificate, for the year under review.

29. Code of Conduct

The Company has adopted a code of conduct for its directors and senior designated management personnel. All the Board members and senior management personnel have affirmed their compliance of code of conduct.

30. Risk management policy

In todays economic environment, risk management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Companys risk management is embedded in the business processes. Your company has identified the following risks:

Key Risk Impact to IDream Film Infrastructure Company Limited Mitigation Plans
Commodity Price Risk Risk of price fluctuation on basic raw materials like steel, components, power as well as finished goods used in the process of manufacturing. The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also, by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.
Uncertain global economic environment - slow growth in global economy Impact on demand and realization of exports of food processing plant and machinery. The people do not compromise on food and it will not affect much.
Interest Rate Risk Any increase in interest rate can affect the finance cost. Dependence on debt is very minimum and Company has enough funds to meet the need arises.
Foreign Exchange Risk Any volatility in the currency market can impact the overall profitability. The Company has potentiality in domestic market. In case of major fluctuation either upwards or downwards, the effect will be minimal.
Human Resources Risk Your Companys ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. Company does not anticipate any major issue for the coming years.
Competition Risk Every company is always exposed to competition risk. The increase in competition can create pressure on margins, market share etc. By continuous efforts to enhance the brand image of the Company by focusing on quality, cost, timely delivery and customer service. By introducing new product range commensurate with demands, your company plans to mitigate the risks so involved.
Compliance Risk - Increasing regulatory Requirements. Any default can attract penal provisions. By regularly monitoring and review of changes in regulatory framework.
Industrial Safety, Employee Health and Safety Risk. The engineering industry is exposed to accidents and injury risk due to human negligence. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

31. Directors Responsibility Statement

Your Directors state that?

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI

(Listing Obligations and Disclosure Requirement) Regulations 2015 from time to time.

33. Cost Audit:

The Central Government of India has not specified the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

34. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable Central Government.

There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

35. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

36. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Executive Director. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

During the year, the number of complaints received and disposed is mentioned below:

Grievance Details
number of complaints of sexual harassment received in the year; 0
number of complaints disposed off during the year; 0
number of cases pending for more than ninety day 0

37. Compliance with Maternity Benefit Act, 1961

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company during the year under review, as the Company did not have any employees during the said period.

38. Total Employees

There were no employees on payroll in the Company during the year under review.

39. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation received from the HDFC Bank & Kotak Mahindra Bank and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

*The financial information and other particulars stated herein are based on the financial statements signed by the erstwhile management and the records/data handed over at the time of change in management. Since the present management took over in 24th June 2026, it has relied upon the information and records made available by the erstwhile management for periods prior to the takeover.

For and on behalf of the Board

Baljit Singh Upveen Harpal
Additional Director Additional Director
DIN: 00711152 DIN: 06800217
Date: 02.09.2026 Date: 02.09.2026
Place: Ahmedabad Place: Delhi

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