Invigorated Business Consulting Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 38th (Thirty-Eight) Annual Report, together with the Audited Financial Statement of the Company for the financial year ended March 31, 2026, and the Auditors Report thereon.

Financial Results

(Rs In Lacs)

Particulars	Financial Year ended March 31, 2026	Financial Year ended March 31, 2025
Total Income	20.49	35.38
Profit/ (Loss) before write off, provisions & tax	(22.91)	(7.94)
Tax adjustment for earlier years	-	-
Profit/ (Loss) after Tax	(22.91)	(7.94)

Financial Highlights/ State of Company Affairs

The brief highlights of the Companys performance for the financial year ended March 31, 2026, are:

- Total income of the Company for FY 2025-26 stood at Rs 20.49 lacs against Rs 35.38 lacs in FY 2024-25.

- Profit/Loss after Tax stood at Rs (22.91) lacs for FY 2025-26 against Rs (7.94) lacs in FY 2024-25.

The gross income mainly comprises of interest income.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the SEBI Listing Regulations), the below Management Discussion and Analysis provides a detailed analysis on the performance of business and their outlook:

(i) Industry Structure and Development

Consequent to the surrender of the license of Non-Banking and Finance Company, and in consonance with the directions received from Reserve Bank of India (RBI), the Company has changed the business activities to provide advisory/ consultancy service. Your directors are exploring the possibilities of venturing into the above business activities.

(ii) Opportunities and Threats

The business of the Company is consultancy/ advisory services. However, the Company is presently engaged in recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company arising out of its earlier NBFC business. Your directors are exploring the possibilities of venturing into consultancy/ advisory services areas. During the year, the Company has earned other income only.

(iii) Segment-wise or Product-wise Performance

The Company is engaged in the business of providing advisory/ consultancy service and reporting as a single segment. This is in accordance with the guiding principle provided in the Indian Accounting Standard on Segment Reporting (IND AS - 108) issued by The Institute of Chartered Accountants of India.

The Company is also working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. Your directors are exploring the possibilities of engaging in consultancy services.

(iv) Outlook

The Company is working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. Your directors are also exploring the possibilities of engaging in the consultancy services.

(v) Risks and Concerns

The Company is working towards the recovery of delinquent loan assets and settlement of old legal cases filed by/ against the Company. The management sees uncertainty in such settlements as the present functioning is only limited to recovery of delinquent loan assets. Your directors are exploring the possibilities of engaging in the consultancy services.

(vi) Internal Control Systems and their adequacy

The Internal Control Systems are in place to serve the existing operations of the Company.

(vii) Financial Performance

The loss for the year after write-offs/ provisions etc. and tax amounts is Rs 22.91 Lacs.

(viii) Material Developments in Human Resource and Industrial Relations

There was no employee on rolls of the Company as on March 31, 2026. However, there are 3 (three) persons on contractual engagement.

(ix) Details of significant changes in key financial ratios, along with explanation therefor

Refer note no. 31 of the financial statement for the ratios. Further, current ratio was impacted due to reclassification of fixed deposits in non-current assets due to renewal during FY 2025-26. Earlier the same was in current assets. Return on equity ratio and return on capital employed was impacted due to increase in loss during the year.

(x) Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof

The Companys net worth continues to stand fully eroded.

Cautionary Statement

Statements in this Management Discussion and Analysis section describing the Companys objectives, projections, estimates and expectations, which may be forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Companys operations are significant changes in political and economic environment in India, tax laws, and related costs.

Dividend

In view of losses suffered by the Company, no dividend has been considered for the FY 2025-26.

Transfer to Reserves

During the financial year ended March 31, 2026, no amount (previous year: nil) was transferred to general reserves. Further, the movement in Reserves and Surplus is provided in note no. 11 of the financial statement.

Change in Share Capital

During the financial year 2025-26, there has been no change in the share capital of the Company.

Directors and Key Managerial Personnel

In accordance with the provisions of Companies Act, 2013 (hereinafter referred as the Act") and Articles of Association of the Company, Mr. Parveen Kaushik, Director, retires by rotation at the ensuing Annual General Meeting (hereinafter referred as the AGMO and being eligible, offer himself for re-appointment.

Further, Mr. Ashok Kumar Behl resigned from the position of Whole-time Director and Key Managerial Personnel of the Company with effect from July 29, 2025, due to his pre-occupation in other professional assignment and in his place Mr. Parveen Kaushik, on the recommendation of Nomination and Remuneration Committee, was appointed as a Director, liable to retire by rotation, by the Board at its meeting held on July 29, 2025. Further, he was also appointed as Whole-time Director for a period of 5 years and he is also designated as the Chairman of the Company. His appointment was approved by the shareholders of the Company at the 37^th AGM held on September 12, 2025.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and under Regulations 16 and 25 of SEBI Listing Regulations and there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Company has also received a declaration from all the Independent Directors that they have registered their names in the Independent Director data bank and have passed/exempt from requisite proficiency test conducted by Ministry of Corporate Affairs.

In the opinion of the Board, the Independent Directors of the Company are the persons of integrity and expertise and fulfill the conditions as per the applicable laws and are independent of the management of the Company.

The Policy on Appointment and Remuneration of Directors and Members of Senior Management is annexed as Annexure A and forms an integral part of this Report.

Annual performance evaluation of the Board, its committees, individual directors (including independent directors) and chairman pursuant to the provisions of the Act and the Corporate Governance requirements under SEBI Listing Regulations have been carried out in accordance with the Policy. The process given in Corporate Governance Report, was followed by the Board for evaluation of its own performance and its committees, individual directors including Independent Directors and Chairman.

The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are available on the website of the Company at https://ibcl.ltd/regulation-46.html.

The brief resumes, rationales and other details relating to the directors who are proposed to be appointed/ reappointed, as required to be disclosed as per the provisions of the SEBI Listing Regulations/ Secretarial Standard are given in the Annexure to the Notice of the 38^th AGM.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014 are as follows: -

A. Conservation of Energy

Your Company is engaged in advisory/ consultancy service and considering the nature of services, it is not engaged in activities relating to conservation of energy.

B. Technology Absorption: Not Applicable

C. Foreign Exchange Earnings and Outgo

During the the FY 2025-26, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

Corporate Governance

Corporate Governance is about maximizing shareholders value, ethically and sustainably. At Invigorated Business Consulting Limited the goal of corporate governance is to ensure fairness for every stakeholder. Your Company believes that strong corporate governance is critical to enhancing and retaining investor trust. Your Company also endeavors to enhance long-term shareholder value and respect minority rights in all its business decisions.

Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct which has set out the systems, processes and policies conforming to international standards. Pursuant to Regulation 34(3) of the SEBI Listing Regulations, Corporate Governance Report and a Certificate regarding compliance of conditions of Corporate Governance from the Auditor are enclosed as Annexure B and forms an integral part of this Report.

Further, other governance related disclosures are available on the website of the Company at https://ibcl.ltd/regulation-46.html.

Corporate Social Responsibility (CSR)

The Company does not meet the thresholds prescribed under the Section 135 of the Act.

Holding, Subsidiaries, Joint Ventures and Associate Companies

Escorts Kubota Limited is the holding company of the Company. The Company does not have any Subsidiary, Joint Venture or Associate Company. Accordingly, the disclosures under Section 129(3) of the Act, and Rule 8(1) and 8(5) (iv) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

Further, Kubota Corporation is holding company of Escorts Kubota Limited.

Contracts and Arrangements with Related Parties

During the year, the Company has not entered into any contract/ arrangement/ transaction with any of its related parties.

The particulars of contracts or arrangements, with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is appended as Annexure C to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as provided by the Board may be accessed on the Companys website at https://www.ibcl.ltd/policies.html.

Your directors draw attention of the members to note no. 33 to the financial statement which sets out related party disclosures.

Auditors and Auditors Report Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, the shareholders of the Company at the 34^th AGM held on September 30, 2022, had appointed M/s. Kapish Jain & Associates, Chartered Accountants, New Delhi (Firm Registration No. 022743N) as Statutory Auditors of the Company for a period of 5 years i.e. upto the conclusion of 39^th AGM to be held in the calendar year 2027.

The comments given by M/s. Kapish Jain & Associates, Chartered Accountants, Statutory Auditors, in their report read together with notes to accounts for the FY ended March 31, 2026, are self-explanatory and hence, do not call for any further explanations or comments under Section 134 of the Act.

Secretarial Auditors

The Secretarial Audit Report of the Company as prescribed under Section 204 of the Act is enclosed herewith as Annexure D and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation and adverse remarks and the comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further explanations or comments under under Section 134 of the Act.

Further, the shareholders of the Company at the 37^th AGM held on September 12, 2025, had appointed M/s. SMD & Co., Practicing Company Secretaries (Firm Registration No. S2023HR924000), a peer-reviewed firm of Company Secretaries as Secretarial Auditors of the Company for a term of five (5) consecutive years upto the conclusion of the AGM to be held in the calendar year 2030.

Further, pursuant to provisions of the Section 143(12) of the Act neither the Statutory Auditors nor Secretarial Auditors have reported any incident of fraud to the Audit Committee or the Board during the FY 2025-26.

Cost Records

The Company is not required to maintain cost accounts and records as specified by Central Government under section 148(1) of the Act.

Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. However, the Company does not fall under the criteria of Regulation 21 of SEBI Listing Regulations.

Internal Financial Controls and its adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has in place adequate internal financial controls including with reference to financial statement and for ensuring the orderly & efficient conduct of its business.

During the FY 2025-26, such controls were tested and no reportable material weakness in the design or operation was observed.

Disclosures

Meetings of the Board

4 (four) meetings of the Board of Directors were held during the the FY 2025-26. For further details, please refer Report on Corporate Governance annexed as Annexure B to this report.

Audit Committee

For constitution and other details of the Audit Committee, please refer Report on Corporate Governance annexed as Annexure B to this report.

All the recommendations made by the Audit Committee were accepted by the Board.

Annual Return

The Annual Return for FY 2025-26* is available on the Companys website at www.ibcl.ltd/regulation-46.html. *Ensuing AGM related information i.e. attendance etc. to be updated after AGM.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of effected Director(s) and Employee(s).

In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy is available on Companys website at www.ibcl.ltd/policies.html.

Registrar and Share Transfer Agent

The share transfer and related activities are being carried out by Alankit Assignments Limited, Registrar and Share Transfer Agent (hereinafter referred as RTA) from the following address:

Alankit Assignments Limited

Alankit House, 4E/2, Jhandewalan Extension, New Delhi - 110055 Contact No: 011- 42541234 Email Id: rta@alankit.com Website address: www.alankit.com

Particulars of Loans given, Investments made, Guarantees given and Securities provided

During the FY 2025-26, neither any loan and investment was made nor any guarantees and securities was provided. The details of investments as on March 31, 2026, is provided in note no. 5 to the financial statement.

Particulars of Employees

Since, there was no employee on rolls of the Company during the FY 2025-26, a statement showing the names of the employees in terms of remuneration drawn under section 197(12) of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable.

Disclosures 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 annexed as Annexure E and forms an integral part of this Report.

Deposits

During the FY 2025-26, the Company has not accepted/ renewed any deposit (as covered under Chapter V of the Act) and no amount of principal or interest was outstanding as at the end of FY 2025-26.

Investor Education and Protection Fund (IEPF)

During the FY 2025-26, no amount was required to be transferred to IEPF.

Material Changes and Commitment affecting the financial position

There are no material changes affecting the financial position of the Company subsequent to the close of the FY ended on March 31, 2026 till the date of this report.

Change in the Nature of Business

During the FY 2025-26, there has been no change in the nature of business of the Company.

Prevention of Sexual Harassment

Your Directors further state that during the FY 2025-26, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the provision related to constitution of internal complaint committee is not applicable on the Company as the Company has no employee.

Maternity Benefit

Since, there is no employee during the FY 2025-26, the provisions of the Maternity Benefit Act, 1961, is not applicable. Secretarial Standards

The Company is in compliance with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Application made or any proceeding pending under the Insolvency and Bankruptcy Code

As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) and the Company did not file any application under IBC during the FY 2025-26.

Further, the Company has not made any one-time settlement.

Compliance by Large Corporate

Your Company does not fall under the category of large corporate, as defined by SEBI vide its Circular No. SEBI/ HO/ DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, accordingly no disclosure is required in this regard.

Disclosure of Certain Type of Agreements Binding Listed Entity

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors Responsibility Statement, your Directors, to the best of their knowledge and ability, hereby confirm that:

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

(ii) 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 March 31, 2026 and of the loss of the Company for the financial year ended on that date;

(iii) the Directors have taken proper and sufficient care for 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) the Directors have prepared the annual accounts for financial year ended March 31, 2026 on a going concern basis;

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

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

General

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. None of the Director of the Company, except Mr. Kamal Sachdeva and Mr. Parveen Kaushik, receive any remuneration or commission from the holding company.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future. However, members attention is drawn to note no. 22 to the financial statement which sets out information on Commitments and Contingencies.

5. Details of difference between amount of 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.

6. No political contribution made during the financial year 2025-26.

Acknowledgement

Your Directors place on record their sincere thanks to the Companys stakeholders including Central Government, Statutory Bodies, Bankers, Customers and Investors for their continued support.

	For and on behalf of the Board of Directors
	Invigorated Business Consulting Limited
	Sd/-
	Parveen Kaushik
Place: Faridabad	Chairman and Whole-time Director
Date: July 28, 2026