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InfoBeans Technologies Ltd Directors Report

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InfoBeans Technologies Ltd Share Price directors Report

The Board of Directors presents the Annual Report along with the Audited statement of accounts for the year on 31 st March, 2026. The consolidated performance of the company and its subsidiaries has been referred to wherever required.

1. FINANCIAL PERFORMANCE

(AH amounts in Rs lakhs unless otherwise stated)

Particulars Year ended 31 March 2026 Year ended 31 March 2025
Income
I Revenue from operations 51,357 39,478
II Other income (Refer note 6)*# 2,535 1,468
III Total income (I+II) 53,892 40,946
Expenses
a) Employee benefits expense 32,335 27,375
b) Finance costs 133 242
c) Depreciation and amortisation expense 2,425 2,656
d) Other expenses 7,757 5,265
IV Total expenses 42,650 35,538
V Profit before exceptional items and tax (III-IV) 11,242 5,408
VI Exceptional items (Refer note 11) *1
Impairment of goodwill and intangible assets acquired on business combinations - 2,338
Reversal of deferred consideration payable - (2,212)
Total exceptional items (net) - 126
VII Profit before tax (V-VI) 11,242 5,282
VIII Tax expense
Current tax 2,790 1,670
Short/(excess) provision in respect of earlier years (1) 4
Deferred tax (213) (189)
Total tax expenses 2,576 1,485
IX Profit for the period (VII-VIII) 8,666 3,797
X Other comprehensive income/(loss)
Items that will not be reclassified to profit or loss in subsequent periods
- Remeasurement of the defined benefit obligations (151) (132)
- Income tax relating to above 44 39
Items that will be reclassified to profit or loss in subsequent periods
- Exchange differences in translating the financial statements of foreign operations 780 132
XI Total other comprehensive income/(loss), net of tax 673 39
XII Total comprehensive income for the period/year, net of tax (IX + XI) 9,339 3,836
XIII Profit for the period/year attributable to
- Owners of the parent 8,666 3,797
- Non-controlling Interest - -
XIV Total other comprehensive income/(loss) attributable to
- Owners of the parent 673 39
- Non-controlling Interest - -
XV Total comprehensive income for the period/year attributable to
- Owners of the parent 9,339 3,836
- Non-controlling Interest - -
XVI Paid-up equity share capital 9,695.94 2,436.88
(Face value of the Share is Rs 10 per share)
XVII Reserves excluding revaluation reserves as per the balance sheet 31,659 30,786
XVIII Earnings per share (of Rs 10/- each) A (Refer note 8)
(1) Basic (?) 8.93 3.90
(2) Diluted (?) 8.91 3.88

*amount is below rounding off norm adopted by the Company

A Not annualised, except for the year ended 31 March 2026 and 31 March 2025

Notes: The above figures are extracted from the audited standalone and consolidated financial statements of the Company as per the Indian Accounting Standards (Ind AS)

2. COMPANYRsS PERFORMANCE & REVIEW Consolidated Performance

On Consolidated basis, the total revenue (including other income) stands at Rs 539 Crores, for the year 2026 as compared to Rs 410 Crores in the financial year 2025. Profit After Tax at Rs 87 Crores in financial year 2026 as against Rs 38 Crores in financial year 2025 and EBITDA stood at Rs 138 Crores in financial year 2026 as against Rs 83 Crores in financial year 2025.

Standalone Performance

On Standalone basis, total Revenue (including other income) stands at Rs 390 Crores in financial year 2026, as against Rs 286 Crores in financial year 2025. Profit After Tax at Rs 67 Crores in financial year 2026 as against Rs 47 Crores in financial year 2025. EBITDA stood at Rs 94 Crores in financial year 2026 as against Rs 70 Crores in financial year 2025.

• As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (hereinafter referred to as Listing Regulations ) and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the financial year 2025-26 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

• The Consolidated Financial Statements together with the AuditorsRs Report form part of this Annual Report.

3. DIVIDEND

Based on the companyRss performance, the Board of Directors have proposed and declared a final dividend at the rate of Rs 0.50 (Fifty Paise) per equity share of the company along with a special dividend of Rs 0.50 (Fifty Paise) per equity share for the year ended 31 st March, 2026. The company also possesses a Dividend Distribution Policy and adheres to its guidelines.

4. TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

5. CHANGES IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during fiscal 2026.

6. FIXED DEPOSITS

We have not accepted any fixed deposits, including from the public, and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

7. PARTICULARS OF LOANS, GUARANTEES OR AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient form part of the Notes to the financial statements provided in this Annual Report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company did not enter into any contracts, arrangements or transactions during fiscal 2026 that fall under the scope of Section 188(1) of the Act. As required under the Act, the prescribed Form AOC-2 is appended as Annexure B to the BoardRss report.

9. MANAGEMENTRsS DISCUSSION AND

ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations ), the ManagementRss discussion and analysis is set out in this Integrated Annual Report.

10. BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Act and the Securities and Exchange Board of India (SEBI) regulations are provided in Annexure H to the BoardRss report.

11. SHARE CAPITAL

Change in the Authorised, Issued, Subscribed and Paid-up Share Capital.

During the financial year 2025-26, the Equity Share Capital of the Company underwent certain changes. The Company allotted 86,550 equity shares pursuant to the exercise of stock options under the Employee Stock Option Scheme (ESOP). Subsequently, the Company completed a buyback of 2,15,520 equity shares during the year.

Further, the Company issued bonus shares in the ratio of 3:1, i.e., three equity shares for every one equity share held by the shareholders. Consequent to the bonus issue, the Authorised Share Capital and the paid-up share capital of the Company were increased.

The Authorised Share Capital of the Company stood at Rs 100,00,00,000, while the paid-up Equity Share Capital increased to Rs 96,95,94,400 comprising 96,959,440 equity shares of Rs 10 each fully paid-up.

Further, the Board of Directors, at its meeting held on April 28, 2026, approved the allotment of 15,400 equity shares to eligible employees under the ESOP 2016 Scheme. Pursuant to the said allotment, the paid-up Equity Share Capital of the Company increased to Rs 96,97,48,400, comprising 96,974,840 equity shares of Rs 10 each fully paid-up.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

The Board, at its meeting held on April 28, 2026, approved the allotment of 15,400 equity shares to eligible employees under the ESOP 2016 Scheme. Consequently, the paid-up share capital of the Company increased to Rs 96,97,48,400.

Except for the aforesaid allotment, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

13. SUBSIDIARIES

The Company has following subsidiary companies namely InfoBeans CloudTech Limited (previously known as InfoBeans CloudTech Private Limited & Eternus Solutions Pvt Ltd.) InfoBeans INC, InfoBeans Technologies DMCC, InfoBeans Technologies Europe Gmbh, InfoBeans Technologies LLC and Ecoplex Infra Private Limited.

The Board of Directors (Rsthe BoardRs) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC- 1 is appended as Annexure A to the BoardRss report.

The statement also provides the details of performance and financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our website www.infobeans.com.

During the year, a new subsidiary, Ecoplex Infra Private Limited, was incorporated. None of the subsidiaries ceased to be a subsidiary during the year.

14. MERGER/AMALGAMATION AND ACQUISITION

InfoBeans has a systematic M&A approach aimed to strengthen its capabilities, deepen industry expertise, and expand its geographical footprint. During the year the Company has obtained shareholderRss approval for scheme of amalgamation between InfoBeans Cloudtech Limited (Transferor Company) and InfoBeans Technologies Limited (Transferee Company) and submit the same to NCLT(National Company Law Tribunal), Indore Bench.

15. HUMAN RESOURCES

Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due

importance to conducive work culture for its employees. To reinforce core values and belief of the Company, various policies for employeesRs empowerment have been framed to enrich their professional, personal and social life. In addition to above, Company has also laid down Code of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy.

The Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) (POSH) Act, 2013 and Constituted Internal Complaints Committee to redress the complaints. The details of complaints filed, disposed of and pending during the financial year pertaining to sexual harassment are provided in the Business Responsibility and Sustainability Report of this Integrated Annual Report.

16. EMPLOYEE STOCK OPTIONS SCHEMES:

The Company established a scheme - InfoBeans Partnership Program in 2016 (ESOP IPP, 2016) for granting stock options to the eligible employees, with a view to attracting and retaining the best talent and encouraging employees to align individual performance with CompanyRss objectives, and promoting increased participation by them in growth of the Company. Each option represents one equity share of the Company. The scheme is governed by SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 and as amended from time to time. The vesting period of stock options, granted during the year shall be five years. The stock options shall be exercisable within six months from the date of vesting. The Shareholders of the company in the meeting held on July 22, 2016 approved the allocation of 1,00,000 stock options (Revised 3,50,000 options due to bonus) to the eligible employees of the company and its subsidiaries. Later the no. of stock options approved by the shareholders has been increased to 6,00,000 (Six Lacs) subsequently by passing the shareholders resolution as on March 19, 2021 by Postal Ballot.

After the successful completion of a 5 years plan of the IPP, 2016, the company established yet another scheme, InfoBeans Partnership Program, 2022 (New Scheme) with the same objective as of IPP, 2016. The new scheme was approved by the shareholders by passing the shareholders resolution on June 11, 2022 by Postal Ballot which was later on amended by the shareholder in the AGM held on July 22, 2022.

The total no of options granted till date is 8,30,060 shares to 175 team members of the Company in past 09 years under two schemes.

17. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment & remuneration of Management Personnel) Rules, 2014 as amended is mentioned in the Annexure C.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following Directors, Independent & Non-Independent serve on the Board of the company. In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel are as follows:

Sr. No. Board of Directors DIN/PAN Designation
1. Siddharth Sethi 01548305 Managing Director
2. Mitesh Bohra 01567885 Executive Director
3. Avinash Sethi 01548292 Director and Chief Financial Officer
4. Sumer Bahadur Singh 07514667 Non-Executive Independent Director
5. Mayuri Mukherjee 10117888 Non-Executive Independent Director
6. Opal Perry 10932638 Non-Executive Independent Director
7. Shilpa Saboo * 06454413 Non-Executive Independent Director

*Shilpa Saboo resigned on 14 th July, 2025 due to completion of tenure.

The Company also consists of the following Key Managerial Personnel:

1. Avinash Sethi 01548292 Director & Chief Financial Officer
2. Surbhi Jain ASBPJ3729J Company Secretary

Director liable to retire by rotation

Pursuant to the provisions of the Act, Avinash Sethi, Director, who is liable to retire at the forthcoming Annual General Meeting, is eligible and has offered himself for reappointment. Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his reappointment.

19. NUMBER OF BOARD MEETINGS

Eleven meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

20. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the Directors and on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The evaluation parameters and the process have been explained in the Corporate Governance Report.

21. NOMINATION AND REMUNERATION POLICY:

The CompanyRss policy on directorRss appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on: https://www.infobeans.com/wp-content/ uploads/2015/12/Nomination-Remuneration-Policy.pdf

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director that he/she meets fgthe criteria of independence laid down in Section 149(6), Code for Independent directors of the Act and Regulation 16(1)(b) of the Listing Regulations.

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

This Business Responsibility Report forms part of this Annual Report.

24. AUDITOR AND AUDITORRsS REPORT Statutory Auditors

At the 12 th Annual General Meeting held on July 22, 2022 the members approved appointment of M/s S R B C & CO LLP (FRN No. 324982E/E300003) as Joint Statutory Auditor of the company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 17 th AGM, to be held in the calendar year 2027.

The Auditors report is enclosed with financial statements in this Annual Report for your kind perusal and information. No fraud has been reported by the Auditors during the fiscal year 2025-2026.

Internal Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Jain Ritesh & Co. Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2026-27.

25. SECRETARIAL AUDITORRsS REPORT

The Board has appointed CS Manish Maheshwari, Proprietor of M/s. M. Maheshwari & Associates, Practicing Company Secretary, Indore, to conduct Secretarial Audit for the financial year 2026-27. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as Annexure E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Compliance With Secretarial Standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India. In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Five (5) committees as on March 31, 2026:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee.

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) (POSH) Act, 2013. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

The composition of all Committees has been stated under Corporate Governance Report forms an integral part of this Annual Report.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

26. REPORT ON CORPORATE GOVERNANCE

Your company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best corporate governance practices.

The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The company has set itself the objective of expanding its capacities as a part of growth strategy. It is committed to high levels of ethics and integrity in all its business dealings that avoid conflict of interest. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains high degree of transparency through regular disclosures with focus on adequate control systems.

However the provisions of Regulation 15 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 providing a separate report on corporate governance under Regulation 34(3) read with para C of Schedule V forms part of this report.

27. DISCLOSURE REQUIREMENTS

As per the Provisions of the SEBI (LODR) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditorRss certificate thereon and management discussion and analysis are attached, which form part of this report. As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy forms part of Board Report and is uploaded on the CompanyRss website: https://www.Infobeans.com

Details of the familiarization programme of the independent directors are available on the website of the Company. The link for the same is: https://infobeans.ai/wp-content/ uploads/2023/12/InfoBeans-Familiarization-Programme- Details.pdf

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the companyRss website at: https://infobeans.ai/wp-content/uploads/2024/04/

Updated-Whistle-Blower-Policy.pdf

28. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out herewith as Annexure G to this Report.

29. CORPORATE SOCIAL RESPONSIBILITY

The CompanyRss Corporate Social Responsibility (CSR) initiatives during the financial year were focused on the key thrust areas of Education and Environmental Sustainability. The CSR programmes were aimed at creating a meaningful impact through infrastructure support, development- oriented activities, and community engagement initiatives, primarily benefiting educational institutions and communities. The Company also encouraged active participation and contribution from its employees in various CSR activities.

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Annual Report on CSR activities undertaken during the financial year ended March 31, 2025, is provided in Annexure F forming part of this Report. The CSR Policy of the Company is available on its website and can be accessed at the following link: https:// infobeans.ai/wp-content/uploads/2015/12/Corporate- Soical-Responsibilitv-Policv.pdf.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, the BRSR forms part of this Integrated Annual Report. The report describes initiatives undertaken by the Company from an environmental, social and governance perspective.

31. ANNUAL RETURN:

In accordance with the requirements of the Companies Act, 2013 the annual return in the prescribed format is available at https://infobeans.ai/wp-content/uploads/2026/07/ Annual-Return MGT-7-2025-26.pdf.

32. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the CompanyRss internal financial controls were adequate and effective during the financial year 2025-2026.

33. LISTING ON STOCK EXCHANGES

The CompanyRss shares are listed on BSE Limited and the National Stock Exchange of India Limited.

34. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, the Company transferred the unclaimed and un-encashed dividends of Rs 3000/- to the IEPF.

The Shareholders may note that in the event of transfer of shares and unclaimed dividend to IEPF, the concerned shareholders) is/are entitled to claim the same from IEPF Authority after following the procedure prescribed under the IEPF Rules, 2016. Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at investor. relation@infobeans.com or to the CompanyRss Registrar and Transfer Agent M/s. MUFG Intime India Private Limited at rnt.helpdesk@in.mpms.mufg.com/iepf.shares@in.mpms. mufg.com or you can raise your request to RTA service portal - https://web.in.mpms.mufg.com/helpdesk/Service Request.html.

35. DIRECTORRsS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended 31 March 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2026 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a Rsgoing concernRs basis;

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

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

36. PERFORMANCE OF SUBSIDIARIES,

ASSOCIATE COMPANIES AND JOINT

VENTURES

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

37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company did not enter into any contracts, arrangements or transactions during fiscal 2026 that fall under the scope of Section 188(1) of the Act. As required under the Act, the prescribed Form AOC-2 is appended as Annexure B to the BoardRss report.

38. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act; the whistle blowing Policy is available on the companyRss website at: https://www.infobeans.com/wp-content/

uploads/2024/04/Updated-Whistle-Blower-Policy.pdf.

39. RISK MANAGEMENT

In todayRss economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor & take precautionary measures in respect of the events that may pose risks for the business. The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its

effectiveness. Composition and terms of reference of Risk Management Committee are mentioned in the Corporate Governance Report. A detailed note has been provided under the Management Discussion and Analysis, which forms part of this report.

40. CREDIT RATING

During the last fiscal year no credit rating were obtained.

41. SIGNIFICANT & MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and CompanyRss operations in future.

42. OTHER DISCLOSURES AND AFFIRMATION

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2026:

a. There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other company.

b. There was no instance of one-time settlement with any bank or financial institution.

c. It has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including all applicable obligations relating to maternity benefits for eligible employees.

d. the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof- Not Applicable.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere gratitude and appreciation for the continued support, trust, and cooperation extended by the CompanyRss bankers, government authorities, customers, vendors, business partners, and other stakeholders during the year under review. The Directors also express their deep appreciation for the dedication, commitment, and valuable contributions of the CompanyRss employees, whose sustained efforts have been instrumental in the CompanyRss performance and growth.

Siddharth Sethi Avinash Sethi
Date: 13 th July, 2026 Managing Director Director & CFO
Place: Indore DIN: 01548305 DIN: 01548292

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