1. Financial Summary or Highlights / Performance of the Company
To, The Members,
| Particulars | Current Year 2025-26 | Previous Year 2024-25 |
| Income from Operations | - | -2883.00 |
| Other Income | - | - |
| Total Income | - | -2883.00 |
| Total Expenditure | 26046.97 | 25121.08 |
| Profit before Depreciation, Interest & Tax (PBDIT) | (26046.97) | (22238.08) |
| Financial Cost | 76.34 | - |
| Depreciation | - | - |
| Profit before tax | (26046.97) | (22238.08) |
| Exceptional items | - | - |
| Provision for taxation | - | - |
| Deferred Tax | - | - |
| Short Provision for earlier year | - | - |
| Profit after tax (PAT) | (26046.97) | (22238.08) |
| Profit brought forward from previous year | (3928843.20) | (3906605.12) |
| Balance carried to Balance Sheet | (3954890.17) | (3928843.20) |
| Paid-up equity share capital | 4783770.00 | 4783770.00 |
| Reserves & Surplus | 3524528.69 | 3550575.66 |
2. Dividend
Keeping in view the losses incurred by the company, the Board of Directors do not recommend any dividend for the year ended March 31, 2026.
3. Reserves
In view of losses incurred by the company, no amount is proposed to be transferred to Reserves for the year under review.
4. Brief description of the Companys working during the year
A. Review Of Operations
There were not much operations during the year under review, The company, therefore had not earned any profit during the F.Y. 2025-2026. The company had incurred a net loss of Rs. 26046.97 hundred as against a net loss (after tax) of Rs. 22238.08 hundred in the previous year. Your Directors are putting in their best efforts to get back the business of the Company which was wrongly shifted by the then Managing Director of the Company in one of the Companies incorporated by him.
The management of the company is also exploring the market and business opportunities in Indian and overseas markets and is putting necessary efforts in this respect so that the financial position & net worth of the company could be improved.
5. Change in the nature of business, if any
During the year, there is no change in the nature of business activity of the company.
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
There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, except as stated herein.
The Board of Directors, at its meeting held on June 19, 2026, deliberated upon and approved the commencement of a new line of business comprising trading, distribution, procurement, warehousing, wholesaling and allied activities in the consumer electronics sector, including, inter alia, mobile phones, mobile accessories, computer hardware, electronic devices, with a view to reviving and expanding the Companys operations and enhancing its revenue-generating capabilities.
In furtherance of the aforesaid proposal, the relevant Object Clause(s) of the Memorandum of Association of the Company were altered to enable the Company to undertake the proposed business activities. The Members of the Company, at the Extraordinary General Meeting ("EGM") held on Friday, July 17, 2026, approved the alteration of the Object Clause(s). Subsequently, the Company received the Certificate of Registration confirming the registration of the Special Resolution for alteration of the Object Clause(s), issued by the Registrar of Companies, Central Processing Centre ("RoC, CPC") under Section 13 of the Companies Act, 2013, on August 13, 2026.
The commencement of the new line of business is expected to support the revival and expansion of the Companys operations. The impact on the financial position and performance of the Company will depend on the scale and extent of the business activities undertaken in the future.
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
During the year under review, there is no significant and material order passed by the Regulators or Courts or Tribunals which may impact the going concern status and companys operations in future.
8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements
The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary/Joint-venture/Associate Company. During the year, no company has become or ceased as subsidiary/Joint-venture/Associate of the company.
11. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement
During the year, the company has prepared no consolidated financial statements as the Company has no subsidiary company.
12. Deposits
Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under:-
| S. No | Particulars | Amount / remarks |
| (a) | Accepted during the year | Rs. Nil |
| (b) | Remained unpaid or unclaimed as at the end of the year | Rs. Nil |
| (c) | whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved | N.A. Since the company had not accepted any deposit during the financial year under review, |
| (i) At the beginning of the year | Rs. Nil | |
| (ii) Maximum during the year | Rs. Nil | |
| (iii) At the end of the year | Rs. Nil |
13. Auditors
A.Statutory Auditors:
M/s. Nemani Garg Agarwal & Co. (Firm Registration No. 010192N), Chartered Accountants were reappointed as the Statutory Auditors of the company, in the 28th Annual General Meeting of the company held on 30th September, 2023, to hold the office for a term of 5 consecutive years, i.e., from the conclusion of the 28th Annual General Meeting of the company until the conclusion of 33rd Annual General Meeting to be held in the calendar year 2028, at such remuneration as may be mutually agreed and approved by the Board.
Statutory Auditors Report:
The company always strives to present an unqualified Financial Statement. However, there are some observations on Auditors Report for the F.Y. 2025-26, which are as under:-
Auditors Observation :-
1. The past Managing Director, Mr Manmohan Gupta, had fraudulently shifted the entire business of the company including its Intellectual Property, to his own entity. Consequently, there is no revenue from operations during the year under review. The Company is making efforts to get back its business. The Company operates in a single segment and the results pertain to a single segment in accordance with IND AS 108-Operating Segment
2. The Company had increased the authorized capital from Rs 21 crores to Rs 70 crores during the F.Y. 2010-2011. ROC fees of Rs. 55.97 lacs towards the same stands payable and provided in the books. No provision has been made for any interest or fines payable thereon. Companys writ petition challenging the revision in fees on the ground that the capital was increased prior to the 2013 Amendment, is pending in Delhi High Court. Impact of the differential ROC fees payable as per Companies Act 2013 and the amount provided in the books of accounts is shown as Contingent Liability in the Annual Financial Statement for the Financial Year ending as on 31.03.2026.
3. Statutory dues of service tax / TDS / Professional Tax aggregating to Rs. 1.9 crores are outstanding since F.Y. 2009-10; service tax returns have not been filed from FY 2011-12 onwards. No provision has been made for interest / penalties payable on such default.
4 Company has not provided estimated credit loss on outstanding debtors as per IND AS-109, since management is of the opinion, all the receivables are good and realisable.
5. Company has not disclosed realisable value of investments of Rs. 1.47 Crore invested in unquoted non-current investments hence we cannot estimate the impairment in value of non-current investment.
Explanation to aforesaid Auditors Observation:
1. The past MD Mr Manmohan Gupta, had fraudulently shifted the entire business of the company including its Intellectual Property to the other entities formed by him. The Board had constituted an Investigation Committee to investigate into the matter of closure of Mumbai Office of the Company and recovery of Companys business and assets.
2. The Company has increased its authorised capital from Rs. 21 Crores to Rs. 70 Crores during the period from F.Y. 2010-11. However, due to financial constraints and technical problems the company could not file Form 5 with ROC for increase in its authorised share capital. With the advent of the Companies Act, 2013 which came into effect from 01st April, 2014, the schedule of fees applicable w.r.t. increase in Authorised capital has been revised and increased. The Schedule of fees as per the Companies Act, 2013 has been made applicable and payable on the increased authorised share capital which the Company had increased prior to the applicability of Companies Act, 2013. Therefore, the company had filed the writ petition in the Honble High Court of Delhi challenging the applicability of provisions prescribed under Para 3 of Table B under Registration of Offices and Fees Rules, 2014 vide diary no. 159963 dated 30/05/2016. The fees and Additional fees payable as per Companies Act, 1956 has already been provided for hence there is no further impact on the financials/ profitability of the company.
3. As regards Auditor observation that the Statutory dues of Rs.191.45 lacs are still payable, we hereby state that our Company has already provided for the amount payable towards Service Tax. Hence this liability will have no further impact on the profits/ losses of the company for the period under consideration. Further, the management of the company is making necessary efforts to arrange the funds required to repay the same.
4. As per management opinion debtors are fully realisable and no estimated credit loss on outstanding debtors is required.
5. As per management assessment of value of investment, no impairment provision on investment is required since there is no permanent diminution in value of investments.
B. Secretarial Auditors:
M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, at the 30th AGM held on November 29, 2025.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed and marked as Annexure 1(A) to this Report. The Secretarial Auditors of the Company have examined the compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the applicable SEBI Regulations, circulars and guidelines issued thereunder, and other laws applicable to the Company, and have submitted their Secretarial Audit Report dated August 18, 2026.
There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their Report, except for the following observation:
? It has been observed that the company has not paid the listing fees to the Bombay Stock Exchange since 2018-19. Consequently, the trading of the companys shares has been suspended by the Bombay Stock Exchange. However, BSE vide its notice no. 20210219-31 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade-for-Trade basis only on the first trading day of every week till the company makes payment of outstanding ALF to the Exchange.
Our Explanation to Secretarial Auditors observation:
? The Company has duly paid all outstanding Annual Listing Fees ("ALF") payable to BSE Limited ("BSE"), including the ALF for the financial year 2026-27, on dated June 12, 2026 and June 17, 2026, along with the applicable TDS liabilities thereon. Accordingly, there are no outstanding dues towards ALF and related TDS liabilities payable by the Company to BSE as on date. The Company has also requested BSE for revocation of the suspension of trading in its securities. The Company continues to diligently pursue the matter and shall take all necessary further steps for expeditious resolution of the same.
Annual Secretarial Compliance Report
As per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8, 2019 every listed entity is required to obtain, in addition to the Secretarial Audit Report, an annual Secretarial Compliance Report from a Practicing Company Secretary ("PCS") with respect to compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder.
In compliance with the aforesaid requirements, M/s. Kundan Agarwal & Associates, Company Secretaries, the Secretarial Auditors of the Company, examined the compliance of the Company with the applicable provisions of the SEBI Regulations and the circulars/guidelines issued thereunder and issued the Secretarial Compliance Report.
The Secretarial Auditors, vide their Secretarial Compliance Report dated May 28, 2026, have reported that the Company has maintained proper records and complied with the applicable provisions of the SEBI Regulations and the circulars/guidelines issued thereunder.
There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their Report, except for the following observation:
? The Company has defaulted in payment of Annual Listing Fees of BSE and, therefore, BSE has suspended the trading of the scrip of the company on BSEs web portal due to non-payment of annual listing fees. However, BSE vide its notice no. 20210219-31 dated 19 Feb, 2021 has allowed the trading of shares of the company on Trade-for-Trade basis only on the first trading day of every week till the company makes payment of outstanding ALF to the Exchange.
? The Company had accepted unsecured loans aggregating to Rs. 167.05 Lakhs from related parties, including related party companies and its own Directors. The said loans were interest-free in nature.
Our Explanation to Secretarial Auditors observation:
The Company has duly paid all outstanding Annual Listing Fees ("ALF") payable to BSE Limited ("BSE"), including the ALF for the financial year 2026-27, on dated June 12, 2026 and June 17, 2026, along with the applicable TDS liabilities thereon. Accordingly, there are no outstanding dues towards ALF and related TDS liabilities payable by the Company to BSE as on date. The Company has also requested BSE for revocation of the suspension of trading in its securities. The Company continues to diligently pursue the matter and shall take all necessary further steps for expeditious resolution of the same.
The Company has received unsecured financial assistance, repayable on demand, from its related parties. During the year under review, the Company did not have any active business operations and, accordingly, remained dependent upon such financial assistance to meet its statutory dues, working capital requirements, salaries and other employee-related obligations. The aforesaid financial assistance was provided by the related parties to support the Companys immediate financial and operational requirements and to enable the Company to discharge its statutory and employee-related commitments. The amounts so received have been duly accounted for in the books of account of the Company, and the outstanding balances have been appropriately reflected in the financial statements. The aforesaid loans were initially provided on an interest free basis and are repayable on demand. The Company intends to repay the outstanding loan amounts, along with applicable interest, upon availability of adequate funds, in accordance with the terms mutually agreed with the respective lenders. The Company continues to take appropriate measures to improve its financial position and shall endeavour to discharge the aforesaid liabilities as and when sufficient funds become available.
The company has also obtained a certificate from M/s Kundan Agrawal & Associates, Company Secretaries confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such Statutory Authority.
The Annual Secretarial Compliance Report and the Secretarial Audit Report and certificate regarding disqualification of Directors for the F. Y. 2025-26 is provided as Annexure-1(A), 1(B) & 1(C) respectively.
C. Internal Auditor:
Pursuant to the provision of the Companies Act, 2013, and Rules framed there under, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. Sanghi & Co., Chartered Accountants as the Internal Auditor of the company for the FY 2025-26.
14.Share Capital
| A Issue of equity shares with differential rights: | During the year, company has not issued any equity shares with differential rights. |
| B Issue of sweat equity shares | During the year, company has not issued any Sweat equity shares. |
| C Issue of employee stock options | During the year, company has not issued employee stock options. |
| D Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees | Rs Nil |
| E Bonus Shares | No bonus shares were issued during the year under review. |
15.Annual return
As per amendment in section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the Rules made thereunder, a copy of Annual Return are hosted on the website of the Company in the prescribed form, and can be accessed through the web link - https://www.interworlddigital.in/reports/aretun/ar25-26.pdf.
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 as follows:
(A) Conservation of energy:
Your company has undertaken various energy efficient practices which has strengthened the Companys commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.
(B) Technology absorption:
The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.
(C) I Foreign exchange earnings and Outgo during the year:
| Particulars | Rs. |
| Foreign Exchange Earned in terms of actual inflows | Nil |
| Foreign Exchange outgo in terms of actual outflows | Nil |
17. Corporate Social Responsibility (CSR)
In terms of Section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.
18. Directors And Key Managerial Personnel
A) Board of Directors
As on March 31, 2026, the Companys Board comprises three Directors comprising two Independent Directors and One Non-Independent Directors.
As on March 31, 2026, the composition of Board of Directors as below:-
| Mr. Peeyush Kumar Aggarwal (DIN: 00090423) | Non-Executive Non-Independent Director |
| Mrs. Anchal Goyal (DIN: 10751205) | Independent & Non-Executive Director |
| Mr. Mukesh Sharma (DIN: 00166798) | Independent & Non-Executive Director |
During the year under review, in the 30th Annual General Meeting held on 29th November, 2025, Ms. Anchal Goyal (DIN: 10751205) was appointed as an Independent Director of the company for a tenure of 5 (Five) consecutive years from the date of 30th (Thirtieth) Annual General Meeting up to the date of the 35th (Thirty Fifth) Annual General Meeting of the Company to be held in the year 2030. Her appointment was duly approved by the shareholders in the 30th Annual General Meeting held on 29th November, 2025
Further, The Board of directors also on the recommendation of Nomination and Remuneration Committee approved the appointment of Mr. Faizal Bavaraparambil Abdul Khader (DIN - 07729191) as a Non-Executive Non-Independent Director on the Board of the Company, w.e.f. April 20, 2026, which was approved by the Members through Extraordinary General Meeting on July 17, 2026.
Resignation/Cessation:
During the period under review, the second term of Ms. Madhu Sharma (DIN: 06947852) as Independent Director of the Company expired on November 29, 2025 (close of business hours)
KEY MANAGERIAL PERSONNEL
As on March 31, 2026, the composition of Key Managerial Personnel as below:-
| Mr. Mukesh Sharma | Chief Executive Officer |
| Mrs. Shivangi Agarwal | Company Secretary & Compliance Officer |
| Mr. Soban Singh Aswal | Chief Financial Officer |
During the year, Mr. Rachit Garg resigned from the position of Chief Financial Officer with effect from 3rd November, 2025, and Mr. Soban Singh Aswal was appointed as the Chief Financial Officer with effect from the same date.
Further, Mrs. Shivangi Agarwal resigned from the position of Company Secretary & Compliance Officer with effect from 30th June, 2026, and Ms. Hritika Verma was appointed as the Company Secretary & Compliance Officer with effect from 12th August, 2026.
During the period under review, Mr. Rachit Garg resigned from the position of Chief Financial Officer of the Company with effect from 3rd November, 2025, and Mr. Soban Singh Aswal was appointed as Chief Financial Officer with effect from the same date.
Subsequently, Mrs. Shivangi Agarwal resigned from the position of Company Secretary & Compliance Officer with effect from 30th June, 2026. Ms. Hritika Verma was appointed as Company Secretary & Compliance Officer with effect from 12th August, 2026.
Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr. Peeyush Kumar Aggarwal, (DIN 00090423), Director of the Company, retires by rotation at the forthcoming AGM, and being eligible offers himself for reappointment.
Brief profile of Mr. Peeyush Kumar Aggarwal, Director of the Company who is proposed to be re-appointed is mentioned herein below:
Mr. Peeyush Kumar Aggarwal is a fellow Member of the Institute of Chartered Accountants of India. He has rich experience of around Four decades. A first generation Entrepreneur having a clear business vision and practicing a hands-off approach. He has mastered the art of Mergers & Acquisitions. His business interests today are in the areas of Information Technology; Telecom VAS; Digital Cinema; Retail; Broking (Shares, Commodities, Insurance) ; Real Estate ; Construction & Hospitality. In addition, he has had an extensive experience in strategic and feasibility consulting, preparing business plans, conducting due diligence, reviews and business valuation. He has had significant expertise in assisting Indian Companies in financial and management audits. He also has rich and vast experience in the field of Corporate Laws, Finance and Taxation, Project Management etc. He is an emerging Venture Capitalist who has helped several young entrepreneurs in establishing and growing their dream businesses.
Mr. Peeyush Kumar Aggarwal holds 2,50,00,000 shares in the company and is a Promoter of the Company. Further, Mr. Peeyush Kumar Aggarwal is not related to any of the Directors of the company.
Mr. Peeyush Kumar Aggarwal, Director, holds directorships as on 31st March, 2026 in following public limited companies:
| S. No. | Name of the Companies | Designation |
| 1 | MPS PHARMAA LIMITED (FORMERLY ADVIK LABORATORIES LIMITED) | Managing Director |
| 2 | B. P. CAPITAL LIMITED | Managing Director |
| 3 | POLAR MARMO AGGLOMERATES LIMITED | Director |
| 4 | ONUS PLANTATIONS AND AGRO LIMITED | Director |
| 5. | OMKAM DEVELOPERS LIMITED | Director |
The details of Listed Companies from which Mr. Peeyush Kumar Aggarwal resigned during the past Three years:-
Mr Peeyush Kumar Aggarwal resigned from the position of the Director of MPS Infotecnics Limited w.e.f. 26/12/2025.Considering the background of Mr. Peeyush Kumar Aggarwal, the Board is of the opinion that his reappointment will immensely benefit your Company. The Board recommends his reappointment as a Director liable to retire by rotation.
C. Appointment of Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, your Company has requisite number of Independent Directors on its Board. Your Company has duly complied with the requirements of the said provisions for appointment of Independent Directors during the year under review.
D. Declaration by Independent Directors
Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet with the criteria of independence as prescribed under the aforesaid Section and Regulation.
E. Formal Annual Evaluation
In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non - Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
19. Number of meetings of the Board of Directors
Eight meetings of the Board of Directors were held during the year on 29.05.2025, 13.08.2025, 02.09.2025, 03.11.2025, 29.11.2025, 05.12.2025, and 02.02.2026.
One separate meeting of Independent Directors of the Company was held on 24.03.2026.
20. Committees of the Board
The details of the Committees constituted by the Board as per the requirements of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are as follows:
Audit Committee
Stakeholders Relationship Committee
Nomination and Remuneration Committee
Risk Management Committee
Investigation Committee
Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.
Recommendation of Audit Committee
During the year under review, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.
21. Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.
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 Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy formulated by the Board and after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc. and on such further criteria as is set out in the Performance Evaluation Policy (as per Annexure - 2) formulated by the Nomination and Remuneration Committee and approved by the Board to evaluate the performance of the Board and its Committees.
In a separate meeting of Independent Directors held on 24.03.2026, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
22. Policy On Directors Appointment And Remuneration
23. Risk management policy and Internal Control
The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify, access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
24. Whistle Blower Policy and Vigil Mechanism
Your Company has established a Whistle Blower Policy and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the link http://www.interworlddigital.in/policy.html. None of the personnel has been denied access to the Audit Committee.
25. Particulars of loans, guarantees or investments under Section 186
Particulars and details of loans given, investments made or guarantees given and securities provided, if any, at the year end and maximum outstanding amount thereof during the year as required under Para A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company
26. Contracts and arrangements with related parties
All Related Party Transactions, if any, that were entered into during the financial year were on an arms length basis
The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website https://www.interworlddigital.in/reports/policies/PRPT.pdf. The details of the transactions with related parties are provided in Notes to Financial Statements.
27. Corporate Governance
Your Company has been benchmarking itself with well established Corporate Governance practices besides strictly complying with the requirements of Regulation 17 to 27 and any other applicable Regulation of the SEBI under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. A separate "Report on Corporate Governance" together with requisite certificate obtained from Statutory Auditors of the Company, confirming compliance with the provisions of Corporate Governance as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.
28. Directors Responsibility Statement
Pursuant to Section 134(3) read with 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March,
2026, the applicable accounting standards had been followed and no material departures
have been made 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 at the end of the financial year i.e. on 31st
March 2026, and of the profit or 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 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 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 operating efficiently; 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.
29.Particulars of Employees
There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 102 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 8.5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - 4.
During the year under review, none of the Directors of the Company have received remuneration from the Company.
The Nomination and Remuneration Committee of the Company has affirmed that the remuneration paid to the KMPs is as per the remuneration policy of the Company.
30.Internal Auditors & Their Report
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi& Co. as Internal Auditor for the financial year 2025-26.
Internal Financial Control And Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.
The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time.
31.Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder
During the year under review, the Company had less than ten employees and, accordingly, constitution of the Internal Committee was not applicable. No complaints of sexual harassment were received during the year and, hence, no complaints were disposed of or pending for more than ninety days.
32.Maternity Benefits Act,1961
During the financial year under review, the Company did not have any female employees. Accordingly, there were no instances requiring the provision of maternity benefits under the Maternity Benefit Act, 1961. The Company remains committed to complying with the applicable provisions of the Act as and when applicable.
33.Cost Records
The Company is not required to maintain cost records as per Section 148(1) of the Act.
34.Insolvency and Bankruptcy Code,2016
During the year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.
35.Reporting of Frauds By Auditors
During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report except to the extent of siphoning off of the business of the Company by the erstwhile Managing Director of the Company, Mr. Man Mohan Gupta to the other companies incorporated by him and carrying on the similar business as that of Interworld. The Board had constituted an Investigation Committee to investigate into the matter of closure of Mumbai Office of the Company and recovery of Companys business and assets. The members of the Investigation Committee are Mr. Peeyush Kumar Aggarwal and Mr. Mukesh Sharma. The Committee meets regularly to investigate into the matter of Mr. Man Mohan Gupta, erstwhile Managing Director of the Company and sudden closure of Mumbais corporate office of the Company and for recovery of Companys business and assets.
36. Secretarial Standards
37. Human Resources
Your Company treats its human resources as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
38. Segment-wise performance
The Company is into single reportable segment only.
39. Details relating to material variations
The Company has not issued any prospectus or letter of offer and raised no money from public and as such the requirement for providing the details relating to material variation is not applicable to the Company for the year under review.
40. Details of the difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from banks or financial institutions along with the reasons thereof.
There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 2025-26 and accordingly no question arises for any difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions during the year under review.
41. Management Discussion and Analysis
The Management Discussion and Analysis Report on the business of the Company and performance review for the year ended March 31, 2026, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate report which forms part of the Report.
42. Acknowledgements
Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.
Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review. Finally, the Directors thank you for your continued trust and support.
| Peeyush Kumar Aggarwal |
| Chairman |
| DIN: 00090423 |
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1860-267-3000 / 7039-050-000
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