Dear Members,
The Board of Directors hereby submits the report of the business and operations of the company ("the company or "Indus Fila"), along with the audited financial statements, for the financial year ended March 31, 2026.
1. FINANCIAL POSITION AND STATE OF AFFAIRS
The summary of the financial results of the Company for the year ended March 31, 2026, are as follows:
| Particulars | Standalone | |
| For the year ended March 31, | ||
| 2026 | 2025 | |
| Revenue from operations | 00 | 00 |
| Other income, Net | - | 16.00 |
| Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense | 00 | 16 |
| Less: Depreciation/ Amortisation/ Impairment | 0.30 | 0.26 |
| Profit /loss before Finance Costs, Exceptional items and Tax Expense | (0.30) | 15.74 |
| Less: Finance Costs | 183.01 | 180.30 |
| Other Expenses | 71.96 | 61.95 |
| Profit /loss before Exceptional items and Tax Expense | (255.27) | (226.51) |
| Add/(less): Exceptional items | - | - |
| Profit /loss before Tax Expense | (255.27) | 226.51 |
| Less: Tax Expense (Current & Deferred) | 2.13 | 2.37 |
| Profit /loss for the year (1) | (257.40) | (226.51) |
| Total Comprehensive Income/loss (2) | - | - |
| Total (1+2) | (257.40) | (226.51) |
2. HIGHLIGHTS OF THE YEAR & OUTLOOK
In 2017, an operational creditor filed an application with the NCLT, Bengaluru, seeking initiation of the corporate insolvency resolution process under the IBC. The NCLT admitted the application on 20 February 2018 and declared the moratorium effective from that date. By order dated 10 May 2019, the NCLT approved a resolution plan. During the moratorium, the company was delisted by both BSE and NSE. The NCLT passed the final order closing the IBC proceedings on April, 22 2022
Pursuant to the approved resolution plan and the NCLT orders, the company undertook a reduction of capital and issued new shares to M/s Vision Textile in consideration of funds infused by that entity. As a result, M/s Vision Textile (Promoter) now holds 97.88% of the equity, while the public shareholding stands at 2.12%. The change in shareholding occurred solely due to implementation of the resolution plan in accordance with the NCLT orders.
The new management, led by M/s Vision Textile, is actively working to revive the companys operations and expects to capitalize on new business opportunities in the current financial year. In February-March 2024, both exchanges reinstated the company from the "Delisted" to the "Suspended" category. The company is coordinating with both stock exchanges and complying with all applicable SEBI regulations and exchange requirements to transition from "Suspended" to "Active" status.
3. DIVIDEND
Due to losses, the Company is unable to pay the Dividend.
Dividend Distribution Policy
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Board of Directors has formulated and adopted a Dividend Distribution Policy (the Policy).
4. BOOK CLOSURE AND RECORD DATE:
The Register of Members and Share Transfer Books of the Company will be closed from Monday, July 27, 2026, to Wednesday, July 29, 2025 (both days inclusive) and the Company has fixed Friday, July 24, 2026 as the "Record Date" for the purpose of determining the entitlement of Members to vote at the ensuing Annual General Meeting.
5. TRANSFER TO RESERVES
During the year under review, the Board of Directors of the Company, could not transfer any amounts to the Reserves.
6. CHANGE IN THE NATURE OF BUSINESS
There is no change in nature of business by the company during the period under review.
7. SHARE CAPITAL
The Paid-up Equity Share Capital as at March 31, 2026 stood at Rs. 510.84 Lakh (in actuals - Rs. 5,10,83,700/-)
8. CREDIT RATING
The Company has neither issued any debt instruments nor undertaken any fixed deposit programme or any scheme or proposal involving mobilisation of funds, whether in India or abroad. Hence, credit rating is not applicable for the financial year 2025-26.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments, which affect the financial position of the Company, after the close of financial year 2025-26 till the date of this report.
10. INTERNAL FINANCIAL CONTROLS
The company has in place adequate financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed as required under The Companies (Accounts) Rules, 2014.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
During the year under review, there were no such significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and companys operations in future.
12. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
As on March 31, 2026, the Company does not have any Subsidiary or Joint Venture.
13. DEPOSITS
The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of Section 149 of the Companies Act, 2013, Mr. Harshvardhan Chandak and Ms. Kanikella Hepzibah Rathna Glory served as Independent Directors of the Company as at the date of this report. Each Independent Director has submitted the declaration required under Section 149(7) of the Act, confirming that they meet the criteria of independence set forth in Section 149(6), the applicable rules thereunder, the Code for Independent Directors under the Act, and Regulation 16(1)(b) of the Listing Regulations.
In the opinion of the Board, the Independent Directors possess the requisite proficiency, expertise and experience to discharge their duties effectively. During the year, the non-executive directors had no pecuniary relationships or transactions with the Company other than payment of sitting fees, commissions, and reimbursement of expenses incurred in connection with attendance at board and committee meetings.
On February 16, 2026, Ms. Charul Amit Houzwala was appointed Company Secretary and Compliance Officer of the Company.
On February 26, 2026, Mr. Himmatsingh Dasharathsingh Shekhawat (DIN: 02625197) resigned as Whole-time Director to transition to a non-executive role and continues to serve on the Board as a Non-Executive Director. In accordance with Section 152 of the Act, Mr. Shekhawat will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. A resolution for his re-appointment is included in the Notice convening the meeting.
Mr. Abhay Mandhana, who was appointed as an Additional Director on September 18, 2025 in the capacity of Executive Director, is proposed to be regularised as a Whole-time Director at the ensuing Annual General Meeting.
Ms. Kanikella Hepzibah Rathna Glory, who was appointed as an Additional Director in the capacity of an Independent Director on October 21, 2025, is proposed to be regularized and appointed as an
Independent Director at the ensuing Annual General Meeting for a term of five years, effective from the aforementioned date.
Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as at March 31, 2026 were Mr. Abhay Mandana (Additional Director, in the capacity of Executive Director) and Ms. Charul Amit Houzwala (Company Secretary and Compliance Officer).
15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The companys policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2026, the Board had four members, consisting of one non-executive and non-independent director, one executive director and two independent directors. The details of Board and committee composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report that forms part of this Annual Report.
The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website at https://indusfila.com/policies/
The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on our website, at https://indusfila.com/policies/
We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. It is available on our website, at https://indusfila.com/policies/
The companys "Policy on Board Diversity" is available on our website, at https://indusfila.com/policies/
The Companys policy on Criteria for making payment to non-executive directors is available on our website, at https://indusfila.com/policies/
The Companys policy on Terms and Conditions of Independent Directors is available on our website, at https://indusfila.com/policies/
16. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.
17. HUMAN RESOURCES DEVELOPMENT
Currently the Company does not have any employees.
18. PREVENTION OF SEXUAL HARASSMENT (POSH)
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as the Act) and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 (hereinafter referred to as the Rules), the
organisation has framed the Anti-Sexual Harassment Policy for prevention of sexual harassment at the workplace.
The same can be accessed on our website https://indusfila.com/home/ .
19. EMPLOYEES STOCK OPTION PLAN / RESTRICTED STOCK UNIT PLAN
The Company has not provided any stocks under its Stock Option Scheme to the employees during the financial year under review.
20. AUDIT REPORTS AND AUDITORS AUDIT REPORTS
The Auditors Report for financial year 2025-26 contains few qualified opinions and the reply of the Board is annexed.
The Secretarial Auditors Report for financial year 2025-26 contains few qualified opinions and the reply of the Board is annexed.
AUDITORS
• Statutory Auditor
Casual vacancy was created due to the resignation of M/s Tolwani & Associates, Chartered Accountants, (Firm Registration No 143638W). Pursuant to the occurrence of the casual vacancy, M/s CAAG and Associates, Chartered Accountants (Firm Registration No:0124944W), were appointed as the statutory auditors of the company, to hold office till the conclusion of the ensuing AGM of the Company to conduct statutory audit for the FY 2025-26. M/s CA AG and Associates are proposed to be appointed as statutory auditor from the conclusion of the ensuing AGM and to conduct statutory audit for the FYs from 2026-27 to 2031-32
• Secretarial Auditor
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, w.e.f. 13.12.2024 all listed entities incorporated in India shall appoint Secretarial Auditor for not more than one term of five consecutive years; or a firm of Secretarial Auditors for not more than two terms of five consecutive years, with the approval of its shareholders in its Annual General Meeting.
Pursuant to the above, The Members of the 26th Anuual General Meeting (AGM) held on September 30, 2025 appointed Madhwesh Prathap and Associates, Company Secretaries, (Firm Registration Number P2025KR103400) as the Secretarial Auditors of the Company for a term of five consecutive years, till the conclusion of the 31st Annual General Meeting of the Company.
21. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.
22. COMMITTEES OF THE BOARD
As of March 31, 2026, the Company has duly constituted Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, each of which is duly constituted to discharge its respective functions in accordance with applicable laws, regulations, and corporate governance standards.
During the year, all recommendations made by the committees were approved by the Board.
A detailed note on the composition of the Board and its committees is provided in the Corporate governance report, which forms part of this Annual Report.
23. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Companys annual return is available on its website at https://indusfila.com/annual-return/
24. DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act,2013, that he / she meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013 and of the Listing Regulations. The said declarations are annexed
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The company is being revived by the new management as explained in the beginning of this report. Operations of the company will start any time soon and this segment will be provided from the current financial year onwards.
26. RISK MANAGEMENT
The Company believes that risks should be managed and monitored on a continuous basis. As a result, the Company has designed a dynamic risk management framework to manage risks effectively and efficiently.
The Companys Risk Management framework is supported by the Board of Directors, the management of the Company and the Committee. The Committee is delegated with responsibilities in relation to risk management and the financial reporting process of the Company.
The Company has formulated a risk management policy and put in place a mechanism to apprise the Board on risk assessment, minimization procedures and periodic review. The main objective of this Policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting,
evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
The companys "Risk Management Policy" is available on our website https://indusfila.com/policies/
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a whistle-blower policy to provide a mechanism for its employees to report any concern to the Compliance Officer or the Chairman of the Companys Audit Committee.
Complaints can be received through various channels established by the company, including an online reporting portal and a dedicated hotline for anonymous reporting, both managed by a third-party service provider, complaints received via a designated email address cs@indusfila.com , in-person reporting with designated individuals, traditional mail to a designated postal address, or emails sent directly to the Audit Committee Chairman at accounts@indusfila.com .
The companys "Whistle Blower Policy" is available on our website https://indusfila.com/policies/
28. CORPORATE GOVERNANCE REPORT
Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Indus Fila, the Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions. Our Corporate governance report along with a certificate from the Secretarial Auditors, confirming compliance for the year ended March 31, 2026, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is placed in a separate section forms part of this Annual Report.
29. BOARD EVALUATION
In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees, and of individual Directors.
The evaluation was conducted through a structured process, which involved circulation of detailed questionnaires and feedback forms designed to assess various aspects, including the composition and structure of the Board, effectiveness of Board processes, availability and quality of information, and overall functioning.
The performance of the Committees was similarly evaluated by the Board, based on inputs received from the respective Committee members, taking into account parameters such as the Committees composition, effectiveness of its meetings, and fulfilment of its roles and responsibilities.
The entire evaluation process was carried out under the supervision and guidance of the Nomination and Remuneration Committee. The criteria and methodology adopted for the evaluation are detailed in the "Policy for Evaluation of the Performance of the Board of Directors," which is available on the Companys website https://indusfila.com/policies/ .
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
At Indus Fila, we believe that our corporate mission "to create and deliver solutions for health care and life sciences today and tomorrow by integrating our expertise in technology, medical science, and communications" not only drives our business activities but also represents the essence of how we can contribute to the social development and betterment of our community, country and the world.
CSR Provisions are not applicable for the Company for the Financial year 2025-26.
For other details regarding CSR Committee, please refer Corporate Governance Report, which is a part of this report. The CSR policy is available on our website https://indusfila.com/home/
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the Financial year 2025-26 and as on 31-03-2026 no Loans, Guarantees or Investments are given.
32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
No Related party Contracts or Agreements were entered in the Financial year 2025-26.The said details are annexed.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
In the context of Indus Fila Limiteds sustainability efforts, conservation of energy and technology absorption are pivotal components of our strategy to enhance environmental responsibility and operational efficiency.
Conservation of Energy
Indus Fila is committed to reducing its greenhouse gas emissions and conserving resources by embracing sustainable practices across its business operations.
Technology Absorption
This item is not applicable.
Foreign Exchange Earnings & Outgo - NIL
34. BOARD MEETINGS
The Board met 7 times during the financial year under review. The meeting details are provided in the corporate governance report that forms part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.
35. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year and of the profit and loss of the company for that period;
iii. they have taken proper and sufficient care towards 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.
iv. they have prepared the annual accounts on a going concern basis.
v. they have laid down internal financial controls, to be followed by the company and that such internal financial controls are adequate and operating effectively.
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all applicable secretarial standards issued by the Institute of Company
Secretaries of India.
37. REVISION OF FINANCIAL STATEMENT OR THE REPORT
The company has not revised its financial statement and boards report.
38. FAILURE TO IMPLEMENT ANY CORPORATE ACTION
There were no instances during the financial year 2025-26 where the company has failed to implement
any corporate action.
39. COST AUDIT
Provisions pertaining to Cost Audit is not applicable to the Company.
40. IBC
No applications were made or any proceedings are pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year.
41. DIFFERENCE IN VALUATION
This disclosure is not applicable.
42. MATERNITY BENEFIT
Company did not have employees during the financial year 2025-26.
43. APPRECIATIONS / ACKNOWLEDGEMENTS
The Board express their earnest gratitude to all the customers, business partners, bankers, and auditors for their continued support and association with the Company. We also wish to thank the Government and all statutory authorities for their unwavering support and co-operation.
The Board would like to particularly thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.
The Board also extends its sincere thanks to CAAG & Associates, Chartered Accountants, and Madhwesh Prathap and Associates, Practising Company Secretaries, for their services to the Company.
The Board places on record its deep sense of appreciation for the committed services of all the employees and partners of the Company at all levels. The consistent growth was made possible by their hard work, solidarity, cooperation and support.
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