To
The Members,
Your Directors have pleasure in presenting the 97th Annual Report on the business and operations of IVP Limited, along with the Audited Financial Statements, for the financial year ended March 31, 2026.
SUMMARY OF FINANCIAL PERFORMANCE:
The summary of the Companys financial performance for the financial year ended on March 31, 2026 is furnished below: ( in Lakhs)
| Particulars | 2025-26 | 2024-25 |
| Incomes | ||
| Revenue from operations | 59,455 | 53,885 |
| Other income | 428 | 358 |
| Total income | 59,883 | 54,243 |
| Expenses | ||
| Operating expenditure | 56,722 | 52,144 |
| Depreciation and amortization expenses | 601 | 573 |
| Total Expenses | 57,323 | 52,717 |
| Profit before exceptional items and tax | 2,560 | 1,526 |
| Exceptional items | 46 | - |
| Profit before tax | 2,514 | 1,526 |
| Tax expenses/(credit) | ||
| Current tax | 768 | 530 |
| Tax in respect of earlier year | (7) | 2 |
| Deferred tax | (115) | (137) |
| Total tax expenses | 646 | 395 |
| Profit for the year | 1,868 | 1,131 |
| Opening balance of retained earnings | 9,812 | 8,771 |
| Other comprehensive income (Net of Tax) | ||
| plan Remeasurement loss on defined benefit | (2) | 13 |
| Amount available for appropriation | 11,678 | 9,915 |
| Appropriations | ||
| Dividend on equity shares | 103 | 103 |
| Closing balance of retained earnings | 11,575 | 9,812 |
FINANCIAL PERFORMANCE:
The Company achieved revenue from operations of 59,455 Lakhs during the current year as against 53,885 Lakhs during the previous year. Profit after tax for the current year was 1,868 Lakhs as compared to Profitafter tax of 1,131 Lakhs in the previous year.
The Companys performance has been discussed in detail in the Management Discussion and Analysis Report which forms a part of this report.
DIVIDEND:
The Directors have recommended a Dividend of
1.5 per Equity Share of 10 each, out of the current years profit, on 1,03,26,263 Equity Shares of 10 each amounting to 155 Lakhs. The final dividend on Equity Shares, if approved by the Members, would involve a cash outflow of 155 Lakhs.
SHARE CAPITAL:
The paid-up Share Capital of the Company as on March 31, 2026 stood at 10,32,62,630 comprising of 1,03,26,263 equity shares of 10/-each. During the year under review, the Company has not issued any equity shares with or without differential rights, granted stock options or issued sweat equity shares.
LISTING:
Equity shares of the Company are listed on BSE Limited (BSE) and on The National Stock Exchange of India Limited (NSE). The Company has paid requisite listing fees to the Stock Exchanges up to the financial year 2026-27.
TRANSFER TO RESERVES:
The Directors have decided to retain the entire amount of 11,575 Lakhs in the retained earnings.
CAPITAL EXPENDITURE:
During the year, the Company incurred total capital expenditure of 256 Lakhs, comprising 146 Lakhs towards Factory Buildings, Plant & Machineries and Information Technology, and 110 Lakhs towards Capital Work-in-Progress (CWIP) (Net) in respect of ongoing projects.
STATE OF COMPANYS AFFAIRS:
During the financial year 2025-26, the Company focused on capacity utilisation and sales growth.
Technological improvements have been undertaken at plants to reduce manual efforts and improve safety standards. The Company remained focused on its long term vision throughout the year and achieved better capacity utilisation. The Company uses operational excellence tools to standardize its processes and activities and ensure efficient systems
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2)(e) read with Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Management Discussion and Analysis Report is enclosed as a part of this report.
A review of the performance and future outlook of the
Company and its businesses, as well as the state of the affairs of the business, along with financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report, which forms part of the Annual Report.
CORPORATE GOVERNANCE REPORT:
The Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations.
In compliance with the provisions of Regulation 34 of SEBI (Listing Regulations) read with Schedule V to SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from M/s. Amit Jaste & Associates, Practicing Company
Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations are included as a part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: Appointment/Re-Appointment:
As informed in the previous years Directors Report, the Board of Directors of the Company, based on the recommendation of the Nomination and
Remuneration Committee (NRC) and subject to approval of Members of the Company, approved the appointment of Mr. Rajkumar Lekhwani (DIN: 10652214) as an Additional Director (Non-Executive & Non-Independent) effective from June 6, 2025.
On July 31, 2025, Members of the Company, by way of passing Ordinary Resolution, approved the appointment of Mr. Rajkumar Lekhwani as a Non-Executive & Non-Independent Director.
Mr. Rajkumar Lekhwani was also appointed as Chairman of the Board and the Company w.e.f. August 1, 2025 in the Board meeting held in July 31, 2025.
The Tenure of Mr. Ranjeev Lodha (DIN: 07478890) and Ms. Mala Todarwal (DIN: 06933515) is due and will expire on July 27, 2026 and June 10, 2026 respectively. Based on recommendation of the Nomination & Remuneration Committee (NRC), the Board of Directors at its Meeting held on May 21, 2026, approved the re-appointment of Mr. Ranjeev Lodha and Ms. Mala Todarwal as Director(s) to hold office as Independent Directors for further period of 5 years, subject to the approval of the shareholders . by Special Resolution at the ensuing 97th Annual General Meeting of the Company. A resolution seeking Members approval for their re-appointment forms part of the Notice of 97th Annual General Meeting.
Retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act) read with rules made thereunder, Mr. Anwar Chauhan (DIN: 00322114), Non-Executive, Non-Independent Director, retires by rotation at the ensuing 97th Annual General Meeting and being eligible, has offered himself for re-appointment. The Board has recommended for approval of the Members, re-appointment of Mr. Anwar Chauhan as a Non- Executive, Non-Independent Director at the ensuing 97th Annual General Meeting. A brief profile of
Mr. Anwar Chauhan and other requisite information are provided as part of the Notice of 97th Annual
General Meeting.
Additional information, pursuant to Regulations 36(3) of the Listing Regulations, in respect of the Directors seeking appointment/re-appointment in Annual General Meeting, forms a part of the Notice.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Resignation:
Mr. T.K. Gowrishankar, Non-Executive, Non- Independent Director resigned as the Director and Chairman of the Board and the Company w.e.f. close of business hours of August 1, 2025. The Board places on record its appreciation for contribution made by Mr. T.K. Gowrishankar as the Director and Chairman of the Board and the Company.
Key Managerial Personnels:
During the year under review, there was no change in the Key Managerial Personnels of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnels of the Company as on March 31, 2026 are:
Mr. Mandar P. Joshi- Whole-Time Director and Chief Executive Officer, Mr. Rakesh Joshi-Chief Financial Officer and Mr. Jay R Mehta-Company Secretary and Compliance Officer.
DECLARATIONS BY INDEPENDENT DIRECTORS:
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 Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess requisite integrity, experience, expertise and proficiency required under all the applicable laws and policies of the Company.
As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors are registered under the Independent Directors Databank.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2026, the Board of Directors hereby confirms that: a) in preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2026 and of the profit of the Company for the same period;
c) they have taken proper and sufficientcare 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial control procedures which commensurate with its size and the nature of business.
The Company has appointed M/s. Aneja Associates, Chartered Accountants, as Internal Auditors, who periodically conduct an independent audit of the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements, if any. The Audit Committee meets every quarter to review and discuss the Internal
Audit reports and follows up on action plans of past significant audit issues and compliance with the audit plan. Structured follow-up mechanisms ensure the timely implementation of identified actions. Regular reviews of the internal controls are conducted in line with the Audit Plan approved by the Audit Committee. The Internal and Statutory Auditors of the Company discuss their audit findings and updates the Committee and submit their views directly to the Committee. Separate discussions are held with the Internal Auditors to focus on compliance issues and to conduct detailed reviews of the processes and internal controls in the Company.
During the year under review, no material or serious observation has been received from the Auditors of the Company for the inefficiency or inadequacy of such controls.
The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 5 (Five) times during the Financial Year 2025-26, details of which are given in the Corporate
Governance Report which forms part of this Annual
Report.
BOARD EVALUATION:
The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to applicable provisions of the Act and in accordance with the requirements prescribed under the Listing Regulations.
The performance of the Board was evaluated by the Board Members after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, contribution at the meetings, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from Committee Members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.
The Board 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.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of Independent Directors: i) Performance of Non-Independent Directors and the Board as a whole was evaluated;
ii) Performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Director was evaluated;
iii) The quality, quantity and timeliness flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties was evaluated.
The same was discussed in the Board Meeting held subsequently to the meeting of the Independent Directors. The performance of the Board, its Committees and of individual Directors was also reviewed by the Board. The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
COMPANYS POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY AND EVALUATION:
In terms of the applicable provisions of the Act, read with the Rules made thereunder and the Listing
Regulations, the Company has formulated a Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other Employees, Board Diversity and Evaluation of Directors which includes positive the criteria for determining qualifications, attributes, independence of Directors and other matters. The salient features/terms of reference of the aforesaid policy as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report. The Nomination and Remuneration Policy can be accessed on the website of the Company at https://www.ivpindia. com/policies.
COMMITTEES OF THE BOARD:
- Audit Committee:
Details pertaining to composition and constitution of the Audit Committee are included in the Report on Corporate Governance. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
- Nomination and Remuneration Committee:
Details pertaining to composition of the
Nomination and Remuneration Committee (NRC) are included in the Report on Corporate Governance. During the year under review, all the recommendations made by the NRC were accepted by the Board.
Corporate Social Responsibility Committee:
The Board has constituted a Corporate Social Responsibility (CSR) Committee to monitor the implementation of CSR activities of the Company and also has in place a Corporate Social Responsibility Policy, which is available on the Companys website at https://www.ivpindia.com/ policies. During the year under review, all the recommendations made by the CSR Committee were accepted by the Board.
Stakeholders Relationship Committee:
Details pertaining to composition of the
Stakeholders Relationship Committee (SRC) are included in the Report on Corporate Governance. During the year under review, all the recommendations made by the Stakeholders Relationship Committee were accepted by the Board.
AUDITORS: i) Statutory Auditors:
M/s. Rajendra & Co., Chartered Accountants (Firm Registration No.: 108355W), were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 92nd Annual General Meeting of the Company to hold office till the conclusion of the 97th Annual General Meeting.
The first term of M/s. Rajendra & Co. will end at conclusion of ensuing 97th Annual General Meeting and based on recommendation received from the
Audit Committee it is proposed to re-appoint them as statutory auditors of the Company for the second term of 5 years from the conclusion of the 97th Annual General Meeting till the conclusion of the 102nd Annual General Meeting.
M/s. Rajendra & Co. have confirmed that they meet the eligibility criteria and are free from any disqualifications as specified under Section 141 of the Act and have affirmed their independent status.
The report of the Statutory Auditors along with notes to schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark disclaimer given by the Auditors in their Report.
ii) Cost Auditors:
The Company is required to maintain the cost records as specified by the Central Government in terms of Section 148(1) of the Act and accordingly such accounts and records are prepared and maintained by the Company.
M/s. Kishore Bhatia & Associates, Cost Accountants, were appointed as Cost Auditors for auditing the Cost Accounts of the Company for the financial year ended March 31, 2026 and on recommendation of the Audit Committee they have been reappointed by the Board of Directors as Cost Auditor for the financial year ended March 31, 2027. M/s. Kishore Bhatia & Associates have confirmed that they meet the eligibility criteria and are free from any disqualifications as specified under Section 141(3) and the proviso to Section 148(3) of the Act. They have also affirmed their independent status.
The remuneration as fixed by the Board of Directors is required to be ratified by the Members at the ensuing 97th Annual General Meeting of the Company.
Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rule 2014, a resolution seeking Members approval for the ratification of remuneration payable to the Cost Auditors for the Financial Year 2027 forms part of the notice of the 97th Annual General Meeting of the Company and the same is recommended for your consideration and approval.
The Cost Audit Report for the financial year 2024-25 did not contain any qualification, reservation or adverse remark and was filed within due time.
iii) Secretarial Auditors:
Pursuant to the amended provisions of Regulation 24A of the Listing Regulations and Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company had appointed Mr. Aqueel A. Mulla, proprietor of M/s. A. A. Mulla & Associates, Practicing Company Secretaries (FCS NO. 2973, CP. NO. 3237), as Secretarial Auditor of the Company for a term of five (5) years, to hold office from the conclusion 96th Annual General meeting until the conclusion of 101st Annual General Meeting.
The Secretarial Audit Report is enclosed as Annexure A to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
FRAUD REPORTING:
During the year under review, the Company identified an instance of fraud involving misrepresentation and falsification of customer records by a sales employee.
Pursuant to a detailed investigation, the total financial impact of the incident has been assessed at 613 lakhs . The Company has appropriately recognized and fully provided for this amount in its books of account in accordance with the requirements of Ind AS 109 - Financial Instruments including 254 lakhs provided during the financial year 2025-26.
The Company has initiated steps for recovery.
Further, in response to the incident, the Company has undertaken a comprehensive review of its internal control systems and has further strengthened control measures, including enhanced monitoring and verification processes, to mitigate the risk of recurrence of similar incidents.
The Board affirms that the Company remains committed to maintaining robust internal controls, ethical conduct, and transparency in all its operations.
During the year under review, there was no fraud reported by the Auditors of the Company under Section 143(12) of the Act to the Board of Directors pertaining to the financial year 2025-26.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure B to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Members are requested to take note that as per provisions of Section 135 of the Act and Rules made thereunder, the Company spent 37,50,100/-(Rupees Thirty Seven lakhs Fifty Thousand and One hundred only) at the P. L. Shroff College situated in Chinchani, Tarapur, Boisar, during financial year 2025-26 by constructing of Two new Multi-Disciplinary classrooms equipped with benches and required accessories, provided scholarships to 10 meritorious students from economically disadvantaged backgrounds and funded teacher enrichment and skill development initiatives aimed at strengthening the capabilities of teaching staff at nearby colleges in the Palghar district.
The salient features/terms of reference along with details of the composition of the Corporate Social Responsibility Committee, the brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Corporate Governance Report which forms part of this Annual Report.
The content of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company at https://www.ivpindia.com/policies.
The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2026, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure C to this report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, a Vigil Mechanism for Directors and Employees to report genuine concerns/grievances has been established. During the year under review, no employee was denied access to the Audit Committee. The Vigil Mechanism and Whistle Blower Policy as approved by the Board of Directors is available on the website of the Company at https://www.ivpindia.com/policies.
RELATED PARTY TRANSACTIONS:
All transactions with related parties entered into during the financialyear 2025-26 were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made thereunder. There were no transactions which were material (considering the materiality thresholds prescribed under the Act and Regulation 23 of the Listing Regulations).
Accordingly, no disclosure is made in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Act and Rules made thereunder.
There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.
The details of the related party transactions are set out in notes to the Financial Statements.
All transactions with related parties are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for all the Related Party Transactions which are repetitive in nature. The Audit Committee, on a quarterly basis, reviews all transactions entered into pursuant to the omnibus approvals granted. A statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board for review and approval on a quarterly basis.
The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.ivpindia.com/policies.
HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company continues to be the Subsidiary Company of Allana Exports Private Limited together with other subsidiary companies. The Company does not have any Subsidiaries, Associates or Joint Venture Companies.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act and the Rules framed thereunder, the Annual Return for the Financial Year ended March 31, 2026 is available on the website of the Company at https://www.ivpindia.com/financials.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
The information required pursuant to Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company and Directors is given in the Annexure D to this report.
Details of employees remuneration as required under Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are available at the Registered Office of the Company during working hours and shall be made available to any Member on their request.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The information on Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act is not applicable as no such Loans,
Guarantees have been given or Investments have been made by the Company.
RISK MANAGEMENT:
The Company has framed a formal Risk Management
Framework for risk assessment and its minimization which is periodically reviewed to ensure smooth operation and effective management control.
The Audit Committee reviews the adequacy of the risk management framework and reviews are conducted on an ongoing basis based on a comprehensive risk-based audit plan prepared by the internal auditor.
The Internal Audit team reviews and reports to the management and the Audit Committee about compliance with internal controls, and the efficiency and effectiveness of operations as well as the key process risks which is reviewed by audit committee on quarterly basis. The Board undertakes periodic review of various matters including risk management, forex, internal audit reports, etc.
The risk management process is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates. The Audit Committee oversees the risk management system and its adequacy.
INSURANCE:
All assets of the Company are adequately insured.
EMPLOYEES RELATIONS:
Employees relations continued to remain cordial and satisfactory during the financial year. The total number of permanent employees as on March 31, 2026 was 202.
SEXUAL HARASSMENT AT WORKPLACE:
The Company adopts Zero tolerance approach towards sexual harassment at workplace. The Company has formulated a Policy on prevention of
Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a safe, secure and dignified work environment.
An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, including constitution of the Sexual Harassment Committee i.e. Internal Complaints Committee.
No. of complaints at the beginning of the financial year 2025-26: NIL
No. of complaints received during the financial year 2025-26: NIL
No. of complaints disposed off during the financial year 2025-26: NIL
No. of Complaints pending for more than 90 days: NIL
No. of complaints pending as on March 31, 2026: NIL
Continuous awareness in this area has been created to provide a safe workplace to all its employees. During the year, the Company organized training and awareness sessions on the Prevention of Sexual
Harassment.
SECRETARIAL STANDARDS:
The Company has complied with all the applicable provisions of Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs (MCA), Government of India.
GREEN INITIATIVES:
Pursuant to the relevant circulars issued by Ministry of Corporate Affairs (MCA), Government of India and Securities & Exchange Board of India (SEBI), Notice of the AGM and the Annual Report of the Company for the year 2024-25, the said documents have been sent only by email to the Members who have registered their email address with the Company/Depository Participant(s).
During the financial year 2025 26, all notices and agenda for the Board Meetings and Committee
Meetings were circulated to the Directors electronically.
OTHER DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year under review:
- There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2025-26 and the date of this report;
The Company did not invite or accept deposits covered under Chapter V of the Act and there are no deposits outstanding as at Balance Sheet date;
There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;
There has been no change in the nature of business of Company;
The Company has not issued any sweat equity shares to its directors or employees;
Neither any application has been made nor any proceeding is pending in respect of the Company under the provisions of Insolvency and Bankruptcy Code 2016;
There was no instance of one-time settlement with any Bank or Financial Institution.
The Company is in compliance with the provisions relating to the Maternity Benefits Act, 1961.
During the financial year, there were no material cyber security incidents, data breaches, or loss of information.
ACKNOWLEDGEMENTS:
On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions the support rendered during the year.
| By Order of the Board of Directors | |
| Rajkumar Lekhwani | |
| Place: Mumbai | Chairman |
| Date: May 21, 2026 | DIN: 10652214 |
| Registered Office: | |
| Shashikant N. Redij Marg, | |
| Ghorupdeo, Mumbai-400 033. | |
| CIN: L74999MH1929PLC001503 | |
| Tel: 022-35075360 | |
| E-mail ID: ivpsecretarial@ivpindia.com | |
| Website: www.ivpindia.com |
#DREnd#
#SARStart#
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
IVP Limited
I have conducted Secretarial Audit of the compliance of applicable statutory provisions and adherence to good corporate practices by IVP Limited bearing CIN: L74999MH1929PLC001503 (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India. I hereby report that in my opinion, the Company has, during the financial year commencing from April 1, 2025 and ending on March 31, 2026, complied with the statutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2026, according to the provisions of: i. The Companies Act, 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the
Rules and Regulations made thereunder to the extent of Foreign Direct Investment (FDI), Overseas
Direct Investment and External Commercial Borrowings;
v. The following Regulation and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (SEBI Act): a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;
(Not applicable during audit period) e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable during audit period) f. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable during audit period) g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client; (Not applicable during audit period) h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable during audit period) and i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(Not applicable during audit period) .
vi. other laws specificallyapplicable to the Company: i) The Factories Act, 1948; ii) The Environment (Protection) Act, 1986; iii) Hazardous Wastes (Management & Handling) Rules, 1989 and amendment Rules, 2003; iv) Manufacture, Storage and Import of
Hazardous Chemicals Rules, 1989; v) Indian Explosive Act, 1884 read with Explosives Rules, 2008; vi) The Electricity Act, 2003 and Rules made thereunder; vii) The Insecticide Act, 1968 and Rules, 1971; viii) The Inflammable Substances Act, 1952; ix) The Legal Metrology Act, 2009; x) The Petroleum Act, 2002; xi) The Poisons Act, 1919; xii) The Indian Boiler Act, 1973; xiii) The Energy Conservation Act, 2001. xiv) e-Waste (Management) Rules, 2016; xv) Plastic Waste Management Rules, 2016; xvi) Solid Waste Management Rules, 2016.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and General Meetings.
(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines and Standards etc. as mentioned above.
I further report that:
The compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts have not been reviewed in this Audit since the same have been subject to review by the statutory financial auditors, tax auditors, and other designated professionals.
The Board of Directors of the Company as on March 31, 2026 comprised of: (i) Mr. Rajkumar Lekhwani (DIN: 10652214) Non-
Executive - Non-Independent Director
(ii) Mr. Mandar Joshi (DIN:07526430) - Whole time Director & CEO
(iii) Mr. Ranjeev Lodha (DIN: 07478890) Non-Executive
- Independent Director
(iv) Ms. Mala Todarwal (DIN: 06933515) - Non-
Executive - Independent Director
(v) Mr. Pratik Kadakia (DIN: 10719953) - Non-Executive
- Independent Director
(vi) Mr. Anwar Chauhan (DIN: 00322114) Non-Executive
- Non-Independent Director
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The processes relating to the following changes in the composition of the Board of Directors during the audit period were carried out in the compliance with the provisions of the Act and SEBI(Listing Obligations and Disclosure Requirements), Regulations 2015:
1. Cessation of office by Resignation of Mr. T.K. Gowrishankar (DIN:00847357) as Non-Executive - Non-Independent Director w.e.f. close of Business hour of August 1, 2025.
2. Appointment of Mr. Rajkumar Lekhwani (DIN: 10652214) as a Additional Director (Non-Executive - Non-Independent Director) w.e.f . June 6, 2025 which was regularized by the Member by passing Ordinary Resolution at the 96th AGM.
3. Re-appointment of Mr. Mandar Joshi (DIN:07526430) for further period of three year w.e.f August 1, 2025 to July 31, 2028.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
As per the minutes of the meeting duly recorded and signed by the Chairman, the decisions of the Board were unanimous and there was no dissenting.
That there are adequate systems and processes in the Company that commensurate with the size and operations of the Company to monitor and report deviations to the Board, take corrective actions and ensure compliance with applicable laws, rules, regulations, and guidelines.
That during the year under review no other specific events/actions in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. had occurred having a major bearing on the Companys affairs.
| For A. A. MULLA & ASSOCIATES, | |
| Company Secretaries | |
| AQUEEL. A. MULLA | |
| (Proprietor) | |
| Place: Mumbai | FCS NO.: 2973, CP. NO.: 3237 |
| Date: May 21, 2026 | UDIN: F002973H000431456 |
#SAREnd#
#CSRStart#
[Pursuant to Section 135 of Companies Act, 2013 (the Act) & Rules made thereunder]
1. Brief outline on Corporate Social Responsibility (CSR) Policy of the Company:
The Company is committed to conduct its business in a socially responsible, ethical and environment friendly manner and to continuously work towards improving quality of life of the communities in its operational areas.
The CSR Policy of the Company focuses on the following broad themes with goals to improve overall socioeconomic indicators of the Companys area of operation: Promoting education and sports.
Employment enhancement through training and vocational skill development.
Promoting healthcare, sanitation and making safe drinking water available.
Income enhancement through farm based and other livelihood opportunities.
Ensuring sustainable environment.
Promoting/supporting any activities covered under Schedule VII of the Companies Act, 2013.
During the financial year 2025 26, two new multi disciplinary classrooms were constructed at P. L. Shroff College in Chinchani, Boisar, Palghar. These classrooms were equipped with benches and additional accessories. Additionally, scholarships were provided to 10 meritorious students from economically disadvantaged backgrounds. The Company also supported teacher enrichment and skill development initiatives aimed at strengthening the capabilities of teaching staff at nearby colleges in the Palghar district, reinforcing its commitment to promoting education through infrastructure and capacity building efforts.
The Composition of the Corporate Social Responsibility (CSR) Committee of the Company is as under:
| Sr. Name of Director No. | Designation/Nature of Directorship | Number of meetings of CSR Committee held during the year | Number of meetings of CSR Committee attended during the year |
| 1 Ms. Mala Todarwal | Chairperson (Non-Executive & Independent Director) | 1 | 1 |
| 2 Mr. Mandar P. Joshi | Member (Executive Director) | 1 | 1 |
| 3 Mr. T. K. | Member (Non-Executive & | 1 | 1 |
| Gowrishankar # | Non-Independent Director) | ||
| 4 Mr. Rajkumar | Member (Non-Executive & | - | - |
| Lekhwani * | Non-Independent Director) |
* Appointed as Member of the CSR committee w.e.f. August 1, 2025 and no meetings were held during his tenure as Member.
#Ceased to be the Member of the CSR Committee upon his Resignation as a Non-Executive & Non-Independent Director w.e.f. close of business hours on August 1, 2025.
2. Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company: https://www.ivpindia.com/policies
3. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable:
Not Applicable
| Sr. Financial Year No. | Amount available for set-off from preceding financial years ( in lakhs) | Amount required to be set-off for the financial year, if any ( in lakhs) |
| 1 2024-25 | 0.59 | 0.59 |
| 2 2023-24 | - | - |
| 3 2022-23 | - | - |
| Total | 0.59 | 0.59 |
4. Details of the amount available for set-off in pursuance of sub-rule (3) of Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for the financial any:
5. Average net profit of the Company as per Section 135(5): 1902.93Lakhs
6.
(a) Two percent of average net profit of the Company as per Section 135(5): 38.06 Lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL (c) Amount required to be set off for the financial year, if any: 0.59 Lakhs (d) Total CSR obligation for the financial year (7a+7b-7c): 37.47 Lakhs
7.
(a) CSR amount spent or unspent for the financial year:
| Total Amount spent for the Financial Year ( in lakhs) | Amount Unspent (in ) | ||||
| Total Amount transferred to Unspent CSR Account as per Section 135(6) | Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5) | ||||
| Amount | Date of transfer | Name of the Fund | Amount | Date of transfer | |
| 37.50 | NIL | - | - | NIL | - |
(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
| (1) (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
| Sr. Name of the Project No. | Item from the list of activities in Schedule VII of the Act | Local area (Yes/ No) | Location of the project State | Amount District | Mode of spent for the project ( in lakhs) | Mode of implementation- Direct (Yes/No) | implementation- Through implementing agency Name CSR registration number |
| 1 i) Two (2) new multi- disciplinary classroom were built at P. L. Shroff College in Chinchani, Boisar, Palghar, equipped with benches and additional accessories. | (ii) | Yes | Maharashtra | Palghar | 37.50 | Yes | NA NA |
| ii) Scholarships were provided to 10 meritorious students from economically disadvantaged backgrounds | |||||||
| iii) Funded teacher enrichment and skill development initiatives aimed at strengthening the capabilities of teaching staff at nearby colleges in the Palghar district. |
(d) Amount spent in Administrative Overheads: NIL
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): 37.50
(g) Excess amount for set-off, if any:
| Sr. No. Particular | Amount ( in lakhs) |
| 1 Two percent of average net profit of the company as per Section 135(5) | 38.06 |
| 2 Total amount spent for the Financial Year (including amount required to oveab beset of or the financial year asreferredtoin Pt. No. 4 | 38.09 |
| 3 Excess amount spent for the financial year [2-1] | 0.03 |
| 4 Surplus arising out of the CSR projects or programmers or activities of the previous financial years, if any | NIL |
| 5 Amount available for set-off in succeeding financial years [3-4] | 0.03 |
(a) Details of unspent CSR amount for the preceding three financial years: NIL
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Not Applicable
8. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details): Not Applicable 9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5): Not Applicable
| Place: Mumbai | Mandar P. Joshi | Mala Todarwal |
| Date: May 21, 2026 | Whole Time Director & | Chairperson CSR Committee |
| Chief Executive Officer |
#CSREnd#
#CGStart#
The detailed report on Corporate Governance as prescribed by the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is set out below:
1. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE:
The Companys philosophy on Corporate Governance is aimed at enabling the Company in efficient conduct of its business in a judicious manner. The Company firmly believes in the values of transparency, professionalism and accountability.
The Company believes that its systems and actions must aim to enhance its corporate performance and maximization of Shareholders value in the long term.
Accordingly, the Company continuously reviews and strengthens its governance practices, policies and processes to reflect evolving regulatory expectations and global best practices, with the objective of creating sustainable and meaningful impact for all those we serve.
2. BOARD OF DIRECTORS:
The Composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Sections 149 and 152 of the Companies Act, 2013 (the Act). As on March 31, 2026, the Company has an appropriate, diverse and optimum mix of Executive, Non-executive, and Independent Directors to maintain the independence of the Board and separate the functions of governance and management. The Board of the Company comprises of Six Directors that includes one Woman Independent Director.
i. Composition and Category of Directors as on March 31, 2026 is as follows:
| Category | No. of Directors | Percentage |
| Executive Director | 1 | 17 |
| Non-Executive & Independent Directors | 3 | 50 |
| Non-Executive & Non-Independent Directors | 2 | 33 |
| Total | 6 | 100 |
ii. Number of Board Meetings held, along with dates:
During the year under review, Five (5) Board Meetings were held on:
May 15, 2025, July 31, 2025, November 5, 2025, January 29, 2026 and March 26, 2026.
iii. Attendance of each Director at the Board Meetings and the last Annual General Meeting (AGM) held on July 31, 2025 including Directorship and Membership in other public companies are given below:
| Sr. No. Name of Director | DIN | Category of Directorship | Board Meetings attended/ Held | Attendance at 96th AGM | Directorships in other public companies | No. of Committee positions held in other public :Companies | |
| Chairpersonship | Membership | ||||||
| 1 Mr. T. K. Gowrishankar@ | 00847357 | NE-NID | 2/2 | Yes | - | - | - |
| 2 Mr. Rajkumar Lekhwani # | 10652214 | NE-NID | 4/4 | Yes | - | - | - |
| 2 Mr. Mandar P. Joshi | 07526430 | ED | 5/5 | Yes | - | - | - |
| 3 Ms. Mala Todarwal | 06933515 | ID | 5/5 | Yes | 7 | 5 | 7 |
| 4 Mr. Ranjeev Lodha | 07478890 | ID | 5/5 | Yes | - | - | - |
| 5 Mr. Anwar Chauhan | 00322114 | NE-NID | 5/5 | Yes | 2 | - | 2 |
| 6 Mr. Pratik Kadakia | 10719953 | ID | 5/5 | Yes | - | - | - |
ID - Independent Director; NE-NID - Non-Executive, Non-Independent Director; ED - Executive Director
Excludes Directorships/Chairpersonships in Private Limited Companies, Foreign Companies, Government Bodies, Companies registered under Section 8 of the Act and Alternate Directorships.
Position in Audit Committee and Stakeholders Relationship Committee held in Public Limited Companies (excluding Private Limited Company, Foreign Company and Section 8 Company) as provided in Regulation 26(1) of the Listing Regulations.
@Ceased to be a Non-Executive and Non-Independent Director and Member of the Board w.e.f. close of business hours on August 1, 2025.
# Appointed as Non-Executive and Non-Independent Director and Member of the Board w.e.f. June 6, 2025.
iv. Particulars of Directorship in other Listed Companies as on March 31, 2026:
| Sr. No. Name of Director | Name of the Company | Category |
| 1 Mr. Rajkumar Lekhwani | - | - |
| 2 Mr. Mandar P. Joshi | - | - |
| 3 Ms. Mala Todarwal | i. AYM Syntex Limited | Independent Director |
| ii. Angel One Limited | Independent Director | |
| 4 Mr. Ranjeev Lodha | - | - |
| 5 Mr. Anwar Chauhan | i. Alna Trading and Exports Limited | Director |
| 6 Mr. Pratik Kadakia | - | - |
Shareholding of Directors as on March 31, 2026:
None of the Director holds any shares in the Company. During the year under review, the Company has not issued any convertible instruments.
v. Remuneration to Directors:
The details of the remuneration paid/payable to all the Directors for the Year 2025-26 is given below:
(Amount in 5)
| Sr. No. Name of Director | Salary and Perquisites | Sitting Fees | Commission | Total | Notice Period |
| 1 Mr. T. K. Gowrishankar (upto 1.8.2025) | N.A. | 1,00,000 | 1,80,146 | 2,80,146 | N.A. |
| 2 Mr. Rajkumar Lekhwani (w.e.f. 6.6.2025) | N.A. | 1,60,000 | 4,41,506 | 6,01,506 | - |
| 3 Mr. Mandar P. Joshi | 2,37,31,196 | N. A. | N. A. | 2,37,31,196 | 3 Months |
| 4 Ms. Mala Todarwal | N.A. | 3,25,000 | 5,38,962 | 8,63,962 | N.A. |
| 5 Mr. Ranjeev Lodha | N.A. | 3,25,000 | 5,38,962 | 8,63,962 | N.A. |
| 6 Mr. Anwar Chauhan | N.A. | 2,75,000 | 5,38,962 | 8,13,962 | N.A. |
| 7 Mr. Pratik Kadakia | N.A. | 1,85,000 | 5,38,962 | 7,23,962 | N.A. |
| Total | 2,37,31,196 | 13,70,000 | 27,77,500 | 2,78,78,696 | - |
Exclusive of Companys contribution to Provident Fund, Gratuity and encashment of leave at the end of tenure as per rules of the Company.
The Non-Executive Directors did not have pecuniary relationships or transactions vis-a-vis the Company, except for the payment of commission and sitting fees for attending Board/Committee meetings of the Company.
None of the Director of the Company is related to other Directors.
In terms of the Special Resolution passed by the Members at the 93 rd Annual General Meeting held on July 28, 2022, Non-Executive Directors have been paid aggregate commission at a rate not exceeding 1% per annum of the net profit of the Company computed in accordance with Section 198 of the Companies Act, 2013 (the Act) as determined by the Board of Directors, based on consideration of time spent in attending Board Meetings, Committee Meetings and advice given to the Company.
Payment of remuneration to the Executive Director is governed by the policy laid down by the Nomination and Remuneration Committee, after taking into consideration all the relevant factors such as the qualification and experience of the appointee, industry practice, financial performance of the Company, and need to retain and motivate competent personnel.
vi. Agenda items for Board Meetings:
The minimum information that is made available to the Board of Directors of the Company includes all the matters listed in Part A of Schedule II of Regulation 17(7) of the Listing Regulations to the extent they are relevant and applicable to the business of the Company.
vii. Following is the list of core skills/expertise/competencies identified by the Board of Directors as required in the context of the Companys business(es) for it to function effectively and those available with the Board as a whole:
The Nomination and Remuneration Policy for Directors, KMPs, Senior Management personnels and other Employees of the Company sets out the criteria which serve as guidelines in considering potential nominees to the Board of Directors to ensure the continuance of a dynamic and forward-thinking Board.
The eligibility of a person to be appointed as a Director of the Company depends on the skills that are relevant to the business of the Company.
Considering the business of the Company the Board has identified Business Development, Business strategies/ Planning, Leadership, Finance, Strategic Marketing, Governance, and General Management as the broader skills/ competencies required in the Board.
The details of the skills/expertise/competencies of Individual Directors are tabled below:
| Finance | Corporate Governance | Business Strategy/ Planning | Business Development/ Leadership | Marketing | |
| Mr. Rajkumar Lekhwani | \u2713 | \u2713 | \u2713 | \u2713 | |
| Mr. Mandar P. Joshi | \u2713 | \u2713 | \u2713 | \u2713 | \u2713 |
| Ms. Mala Todarwal | \u2713 | \u2713 | \u2713 | ||
| Mr. Ranjeev Lodha | \u2713 | \u2713 | \u2713 | ||
| Mr. Anwar Chauhan | \u2713 | \u2713 | |||
| Mr. Pratik Kadakia | \u2713 | \u2713 | \u2713 |
3. INDEPENDENT DIRECTORS:
The Company has complied with the provisions of Section 149 (6) of the Act and Regulation 25 of the Listing Regulations concerning the Independent Directors. The Company has obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act along with rules framed there under. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management. Further, the Independent Directors have included their names in the Databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
i. Training of Independent Directors:
Whenever a new Non-Executive and Independent Director is inducted in the Board, he/she is introduced to the Companys culture through appropriate orientation sessions and are also introduced to the organization structure, business, constitution, board procedures, major risks and management strategy.
ii. Performance Evaluation of Independent Directors:
The Board evaluates the performance of NonExecutive and Independent Directors. All the NonExecutive and Independent Directors are people having wide experience in the field of business, industry and administration.
The Board of Directors (excluding the Director being evaluated) had, in their Meeting held on January 29, 2026 evaluated the performance of all the Independent Directors on the Board and have determined to continue with the term of appointment of the Independent Directors.
Their presence on the Board is advantageous and fruitful in taking business decisions.
iii. Separate Meeting of the Independent Directors:
The Meeting of the Independent Directors was held on January 29, 2026, without the attendance of Non Independent Directors and Members of Management. All the Independent Directors were present at the meeting. The following issues were discussed in detail:
I. Reviewed the performance of Non-Independent Directors and the Board as a whole;
II. Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Director;
III. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
iv. Familiarisation programme for Independent Directors:
The familiarization programmes are conducted for Independent Directors to enable them to understand their roles, rights and responsibilities. It aims to provide various information relating to Company, business model of the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.
At the time of the appointment of an Independent Director, the Company issues a formal appointment letter inter alia containing his/her term of appointment, role, functions, duties and responsibilities. The terms and conditions of appointment of Independent Directors are available on the Companys website at https://www.ivpindia.com/policies .
Periodic presentations are made at the Board and Committee meetings relating to the Companys performance.
Further, they are periodically updated on material changes in regulatory framework and its impact on the Company.
The Familiarisation programme for Independent Directors in terms of provisions of the Listing Regulations is uploaded on the website of the Company and can be accessed through the link: https://www.ivpindia.com/policies .
In the Opinion of the Board of Directors of the Company, the Independent Directors of the Company fulfill the conditions specified in the Listing Regulations and are independent of the management of the Company.
4. AUDIT COMMITTEE:
Committee is constituted in line with the provisions of Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013.
i. Terms of reference:
The Audit Committee reviews the audit reports submitted by the Internal Auditors and Statutory Auditors, financial results, effectiveness of internal audit processes, risk management strategy and established systems. The Committee operates on the lines of the regulatory requirements mandated by the Act and the Listing Regulations.
ii. Composition:
The Audit Committee of the Company consists of 2 (Two) Non-Executive & Independent Directors and 1 (One) Non-Executive & Non-Independent Director. The meetings of Audit Committee were also attended by Mr. Mandar P. Joshi-Whole-Time Director & Chief Executive Officer, Mr. Rakesh Joshi-Chief Financial Officer of the Company and also by Chairman of the Company.
The Chairperson of the Audit Committee is financially sound, and majority of members have accounting or related financial management experience. Representatives of Statutory and Internal Auditors are permanent invitees.
iii. Number of Meetings held during the year:
The Audit Committee of the Company met five (5) times during the financial year 2025-26 on the following dates: May 15, 2025, July 31, 2025, November
5, 2025, January 29, 2026 and March 26, 2026.
iv. Composition, name : of Members and attendance during the year:
| Sr. No. Name | Position | Category of Directorship | No. of meetings attended | No. of meetings held |
| 1 Mr. Ranjeev Lodha | Chairperson | Non-Executive & Independent | 5 | 5 |
| 2 Ms. Mala Todarwal | Member | Non-Executive & Independent | 5 | 5 |
| 3 Mr. Anwar Chauhan | Member | Non-Executive & Non-Independent | 5 | 5 |
Mr. Jay R Mehta, Company Secretary of the Company, acts as the Secretary to the Audit Committee.
v. Compliance with NFRA Guidelines on Auditor Communication:
In line with the NFRA Circular, all members of the Board and Chief Financial Officer (CFO) of the Company acts as Those Charged with Governance(TCWG) for the purpose of auditor communication. This identification ensures clarity of roles, seamless flow of information and timely resolution of matters arising from the audit process.
Accordingly, the Board in line with said Circular has adopted a comprehensive Communication framework which enables timely exchange of information, supports early identification and escalation of critical issues, and reinforces the oversight role of the TCWG in line with regulatory expectations.
The Company believes that the identification of TCWG with adoption of a communication framework will strengthen the objectivity, transparency and integrity of the audit process and reflect the Companys commitment to robust governance practices.
5. NOMINATION AND REMUNERATION COMMITTEE:
Committee is constituted in line with the provisions of Regulation 19 of the Listing Regulations and Section 178 of the Companies Act, 2013.
i. Terms of reference:
The terms of reference of the Committee, inter-alia, includes the following:
- To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees;
- To formulate the criteria for evaluation of Independent Directors and the Board;
- To recommend to the Board on remuneration payable to the Directors and Key Managerial Personnel;
- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage;
- To develop a succession plan for the Board and to regularly review the plan;
- To assist the Board in fulfilling responsibilities;
- To devise a policy on Board diversity;
- To review implementation of policies and compliance:
- To lay down remuneration principles for employees linked to their effort, performance and achievement relating to the Companys goals;
- To recommend to the Board all remuneration in whatever form payable to Senior Management.
ii. Composition:
The Nomination and Remuneration Committee of the Company consists of 2(two) Non-Executive & Independent Directors and l(one) Non-Executive & Non-Independent Director.
iii. Number of Meetings held during the year:
During the year under review, the Committee met three times on May 15, 2025, July 31, 2025, and August 26, 2025.
iv. Composition, name of Members and attendance during the year:
| Sr. No. Name | Position | Category of Directorship | No. of meetings attended | No. of meetings held |
| 1 Mr. Ranjeev Lodha | Chairperson | Non-Executive & Independent | 3 | 3 |
| 2 Mr. T. K. Gowrishankar# | Member | Non-Executive & Non-Independent | 2 | 2 |
| 3 Mr. Rajkumar Lekhwani | Member | Non-Executive & Non-Independent | 1 | 1 |
| 4 Ms. Mala Todarwal | Member | Non-Executive & Independent | 3 | 3 |
Appointed as Member of the committee w.e.f. August 1, 2025. One Meeting was held after being appointed as Member of the Committee.
# Ceased to be Member of the committee w.e.f. close of business hours on August 1, 2025.
Mr. Jay R Mehta, Company Secretary of the Company, acts as the Secretary of the Nomination and Remuneration Committee.
6. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The Committee is constituted in line with the provisions of Section 135 of the Companies Act, 2013.
i. Terms of reference:
The Committee recommends to the Board, the amount of expenditure to be incurred on CSR activities. The Committee framed a transparent monitoring mechanism for implementation of CSR projects/programs/ activities undertaken by the Company as required under Schedule VII of the Act and for monitoring the CSR policy from time to time.
ii. Composition:
The CSR Committee of the Company consists of 1(one) Non-Executive & Independent Director, 1(one) Executive Director and 1(one) Non-Executive & Non-Independent Director.
iii. Number of Meetings held during the year:
During the year under review, the Committee met once on May 15, 2025.
iv. Composition, name of Members and attendance during the year:
| Sr. No. Name | Position | Category of Directorship | No. of meetings attended | No. of meetings held |
| 1 Ms. Mala Todarwal | Chairperson | Non-Executive & Independent | 1 | 1 |
| 2 Mr. Mandar P. Joshi | Member | Executive | 1 | 1 |
| 3 Mr. T. K. Gowrishankar# | Member | Non-Executive & Non-Independent | 1 | 1 |
| 4 Mr. Rajkumar Lekhwani | Member | Non-Executive & Non-Independent | - | - |
Appointed as Member of the Committee w.e.f. August i, 2025 . no Meetings were held after being appointed as Member of the Committee.
# Ceased to be Member of the Committee w.e.f. close of business hours on August 1, 2025.
Mr. Jay R Mehta, Company Secretary of the Company, acts as the Secretary to the CSR Committee.
7. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Committee is constituted in line with the provisions of Regulation 20 of the Listing Regulations and Section 178 of the Companies Act, 2013.
i. Terms of reference:
The Committee focuses primarily on monitoring expeditious redressal of investors/stakeholders grievances and also functions in an efficient manner that all issues/concerns of stakeholders are addressed/resolved promptly. The Committee also considers and approves transfer of shares and issue of duplicate/split/consolidation/sub- division of share certificates.
ii. Composition:
The Committee consists of l(one) Non-Executive & Independent Director, l(one) Non-Executive & Non Independent Director and 1(one) Executive Director.
iii. Number of Meetings held during the year:
During the year under review, the Committee met once on January 29, 2026.
iv. Composition, name of Members and attendance during the year:
| Sr. No. Name | Position | Category of Directorship | No. of meetings attended | No. of meetings held |
| 1 Mr. Ranjeev Lodha | Chairperson | Non-Executive & Independent | 1 | 1 |
| 2 Mr. T. K. Gowrishankar# | Member | Non-Executive & Non-Independent | - | - |
| 3 Mr. Rajkumar Lekhwani | Member | Non-Executive & Non-Independent | 1 | 1 |
| 4 Mr. Mandar P. Joshi | Member | Executive | 1 | 1 |
Appointed as Member of the Committee w.e.f. August 1, 2025. One Meeting was held after being appointed as Member of the Committee. # Ceased to be Member of the Committee w.e.f. close of business hours on August 1, 2025.
v. Name and Designation of Compliance Officer:
Mr. Jay R Mehta, Company Secretary of the Company, is the Compliance Officer.
vi. Shareholders Services and redressal of Grievances:
Two (2) complaints were received during the year, all of which were resolved to the satisfaction of shareholders, with no complaints remaining pending/unresolved at the end of the year.
8. SENIOR MANAGEMENT PERSONNEL:
The Nomination and Remuneration Policy of the Company defines Senior Management of the Company. Below is the list of Senior Management Personnel of the Company as on March 31, 2026:
| Sr. No. Name of Senior Management Personnel | Designation |
| 1 Mr. Rajesh Jagannath Shetty | Head-Manufacturing |
| 2 Mr. Satish Balakrishnan | Head-Sales & Marketing |
| 3 Mr. Rakesh Joshi | Chief Financial Officer |
| 4 Mr. Jay R. Mehta | Company Secretary & Compliance Officer |
| 5 Ms. Pallavi Jadhav | Head-HR |
9. DISCLOSURE OF ACCOUNTING CONVENTION IN PREPARATION OF FINANCIAL STATEMENTS:
The financial statements have been prepared to comply with in all material aspects with the applicable accounting principles in India, including accounting standards notified under Section 133 of the Act and other relevant provisions of the Act. The financial statements have also been prepared in accordance with the relevant presentational requirements of the Act.
Fees Payable to the Statutory Auditor by the Company:
| Auditor/Firm Name | Services Rendered | Amount (Rs in Lakhs) |
| Rajendra & Co., Chartered Accountants | Audit fees and other related matters | 15.65 |
10. GENERAL BODY MEETINGS:
The last three Annual General Meetings were held as under:
| Financial year | Date | Time | Venue/Mode | Special Resolution(s) | Details of Special Resolution |
| 2024-25 | July 31, 2025 | 11.00 A.M | Mumbai Marathi Patrakar Sangh, 2nd Floor, Patrakar Bhavan, Azad Maidan, Balshastri Jambhekar Chowk, Mahapalika Marg, Mumbai 400 001 | 1 (One) | - Re-appointment of Mr. Mandar P. Joshi, (DIN: 07526430) as Whole Time Director and Chief Executive Officer for a period of 3 years. |
| 2023-24 | August 8, 2024 | 11.00 A.M. | The K R Cama Oriental Institute, 136, Mumbai Samachar Marg, opp. Lion Gate, Mumbai 400 001 | 1 (One) | - To Continue directorship of Mr. T. K. Gowrishankar (DIN: 00847357), Non-Executive, Non-Independent Director pursuant to Regulation 17(1A) of SEBI(LODR) Reg, 2015. |
| 2022-23 | August 10, 2023 | 11.00 A.M. | M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, Mumbai 400 001. | NIL | NA |
All resolutions were passed by the requisite majority of Members.
Details of EGM conducted in the financial year 2025-26:
No Extraordinary General Meeting was held during the financial year 2025-26.
Details of Special Resolution passed last year through postal ballot:
No Resolution was required to be passed through Postal Ballot during the Year 2025-26.
Details of special resolution proposed to be conducted through Postal Ballot:
None of the businesses proposed to be transacted in the ensuing AGM requires the passing of a special resolution through Postal Ballot.
11. MEANS OF COMMUNICATION:
Financial Results:
The extract of Quarterly, Half-Yearly and Annual Financial Results of the Company are normally published in Business Standard and Mumbai Lakshadeep.
Companys Website:
All official news releases and financial results are communicated by the Company through its corporate website https://www.ivpindia.com/ .
Stock Exchange Intimations:
The Company makes timely disclosures of necessary information to BSE Limited and the National Stock Exchange of India Limited in terms of the Listing Regulations and other regulations issued by the Securities and Exchange Board Of India (SEBI).
12. GENERAL SHAREHOLDER INFORMATION:
| AGM Day, Date & time | Thursday, August 6, 2026, 11:00 AM |
| Venue | Through Video Conferencing (VC) or Other Audio Video Conferencing (OAVM) |
| Financial Year | April 1, 2025 - March 31, 2026 |
| Dividend Payment | Credit/dispatch of final dividend will commence from August 10, 2026, subject to approval of Member at the Annual General Meeting. |
| Listing details: | |
| Name and address of the Stock Exchange | |
| BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001. | |
| National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (e), Mumbai-400 051. | |
| The Company hereby confirms that the Company has made the payment of Annual Listing Fees for the financial year 2026-2027 to BSE Limited and National Stock Exchange of India Limited. | |
| ISIN: | INE043C01018 |
| Company Identification Number (CIN): | L74999MH1929PLC001503 |
| SEBI Registration No.: | INR000004058 |
| Share Transfer System: | As per the SEBI Listing Regulations, as amended, the securities can be transferred, transmitted or transpositioned only in dematerialized form. The members holding shares in physical form are requested to consider converting their holding to dematerialized form. Transfers, Transmissions or Transposition of equity shares in an electronic form are effected through the depositories with no involvement of the Company. |
| Plant Locations: | D-19/20, MIDC Area, Tarapur, Dist. Palghar, Boisar-401 506, Maharashtra. |
| 28-B, Kumbalagudu, 1st Phase KIADB Industrial Area, Bengaluru-560 074, Karnataka. | |
| Address for Correspondence: | Secretarial Department - IVP Limited Shashikant N. Redij Marg, Ghorupdeo, Mumbai-400 033. Phone: 022-35075360/408; Direct: 022-35075360 Fmail: ivpsecretarial@ivpindia.com |
| Registrar & Share Transfer Agents (R & T Agents) MUFG Intime India Pvt Ltd (Formerly known as Link Intime India Pvt Ltd) C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083. Phone: +91 810 811 6767 Fmail: Investor.helpdesk@in.mpms.mufg.com Website: https://in.mpms.mufg.com | |
13. LIST OF CREDIT RATINGS OBTAINED INCLUDING ANY REVISION THERETO DURING THE FINANCIAL YEAR:
During the year under review, India Ratings & Research Private Limited (Credit Rating agency) vide its letter dated August 12, 2025 affirmed the credit rating of Long-term bank facilities of the Company as IND BBB+/ Stable/IND A2 and assigned a rating on Short-term facilities as IND BBB+/Stable/IND A2.
14. SHARES TRANSFER IN DEMATERIALIZED FORM ONLY:
As per Regulation 40 of the Listing Regulations as amended, securities of listed companies can be transferred/ transmitted/transpositioned only in dematerialized form. Further, as per SEBI vide its circular no. SEBI/HO/MIRSD/ MIRSD_RTAMB/p/CIR/ 2022/8 dated January 25, 2022 stated that issuance of securities while processing the following investor service request shall be in dematerialized form only: i) Issue of duplicate securities certificate;
ii) Claim from Unclaimed Suspense Account; iii) Renewal/Exchange of securities certificate; iv) Endorsement; v) Sub-division/Splitting of securities certificate; vi) Consolidation of securities certificates/ folios; vii)Transmission; viii) Transposition. In view of the aforesaid and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members who are holding shares in physical form are requested to dematerialize their shares promptly. For any queries/assistance in this regard, Members may contact the RTA.
SEBI had introduced a special, time-bound window from July 7, 2025 to January 6, 2026, for the relodgment of physical share transfer requests that were previously rejected or returned before April 1, 2019. This initiative allowed shareholders to transfer and dematerialize shares that faced procedural or documentation issues, aiming to resolve longstanding legacy, non-disputed ownership cases. In order to further facilitate the investors to get rightful access to their securities, SEBI has opened another special window for transfer and dematerialization of physical securities which were sold/purchased before April 1, 2019. This special window is open for a period of 1 (one) year from February 5, 2026 to February 4, 2027 and is available for such transfer requests which were previously submitted and were rejected or returned before April 1, 2019 due to deficiency of documents, process or otherwise. The investors who are eligible for this are requested to take advantage of this special window and have the shares transferred in their name(s).
15. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to Section 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rule), all unclaimed/unpaid dividend remaining unclaimed/unpaid with the Company on the expiry of 7 (seven) consecutive years from the date of its transfer to the unclaimed/unpaid dividend account, will be transferred by the Company to the IEPF set up by the Central Government. Members can visit the Companys website viz. https://www.ivpindia.com/ compliances-reports#! to check the details of their unclaimed dividend under the Unpaid Dividend Section. Members are requested to write to the Company and/or Share Transfer Agents (RTA), in case of dividend remaining unpaid to them.
Further, shares in respect of such dividends which have not been claimed for a period of 7 (seven) consecutive years are also liable to be transferred to the Demat account of the IEPF Authority.
In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends in respect of 7 financial years and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companys website viz. https://www.ivpindia.com/compliances-reports#! . During the year under review, an amount of g 2,77,936/- in respect of Unclaimed 99th Dividend for the financial year 2017-18 was credited to the IEPF pursuant to Sections 124 and 125 of the Act and IEPF Rules.
In terms of Section 124(6) of the Act and IEPF Rules, during the year Company has transferred 29,338 equity shares on which dividend has not been paid or claimed for 7 (Seven) consecutive years or more to the IEPF, constituted by the Central Government under Section 125 of the Act.
In compliance with the requirements laid down in Section 124(6) of the Act read with the IEPF Rules, the Company has transferred all equity shares in respect of which dividends had remained unpaid or unclaimed by the shareholders for 7 (Seven) consecutive years or more, to the account of the IEPF. However, the Shareholders are entitled to claim their shares including all the corporate benefits accruing on such shares, if any, from the IEPF Authority by submitting an online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company/RTA along with requisite documents enumerated in the Form IEPF-5, to the Companys RTA. For claiming the shares, shareholders will have to make an application to the IEPF Authority in Form IEPF-5 as prescribed under the Rules and the same is made available at IEPF website i.e. www.iepf.gov.in .
It may please be noted that no claim shall lie against the Company in respect of such unpaid dividend(s) and share(s) transferred to IEPF pursuant to the said Rules. The details of the shareholders whose equity shares had been transferred to the Demat Account of the IEPF is available on the website of the Company at www.ivpindia.com/compliances-reports# !.
The members are requested to claim their unclaimed dividend for the year 2018-2019 before September 13, 2026. The members are further requested to note that shares on which dividend remains unclaimed/unpaid for 7 (Seven) consecutive years will be transferred to the IEPF.
16. TRANSFER OF UNCLAIMED SHARES TO UNCLAIMED SUSPENSE ACCOUNT:
Pursuant to Regulation 39(4) read with Schedule VI of the Listing Regulations, the Company had transferred unclaimed shares to an Unclaimed Suspense Account and dematerialized the same subsequently.
In view of the above, the Company had opened the NSDL Beneficiary Demat account in the name of IVP Limited-Unclaimed Suspense Account with HDFC Bank Ltd. on June 16, 2021 and transferred 119642 physical unclaimed shares to one folio in the name of Unclaimed Suspense Account and dematerialised the shares held in Unclaimed Suspense Account with its Depository Participant (HDFC Bank Ltd.) on July 13, 2021.
(a) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: 1292 shareholders and 1,06,077 shares;
(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: 15;
(c) number of shareholders to whom shares were transferred from suspense account during the year: 9; and
(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: 1283 shareholders and 80,798 shares.
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
17. DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2026:
| No. of Equity Shares held | No. of Shareholders | % of Shareholders | No. of shares held | % of shareholding |
| Upto 500 | 6363 | 89.6702 | 587618 | 5.6905 |
| 501-1000 | 334 | 4.7069 | 258133 | 2.4998 |
| 1001-2000 | 187 | 2.6353 | 278044 | 2.6926 |
| 2001-3000 | 58 | 0.8174 | 147130 | 1.4248 |
| 3001-4000 | 31 | 0.4369 | 111658 | 1.0813 |
| 4001-5000 | 22 | 0.3100 | 102271 | 0.9904 |
| 5001-10000 | 34 | 0.4791 | 239177 | 2.3162 |
| 10001 and above | 67 | 0.9442 | 8602232 | 83.3044 |
| Total | 7096 | 100 | 10326263 | 100 |
18. SAKSHAM NIVESHAK:
The IEPF Authority, under the aegis of MCA, in order to reduce the volume of unclaimed dividend/shares transferred to IEPF Authority, launched Saksham Niveshak - a 100 day nationwide campaign from July 28, 2025 to November 6, 2025 to encourage investors to update their records and claim their entitlements. The Company remained committed to the objectives of this campaign and actively encouraged shareholders to claim unclaimed dividends and shares prior to transfer to IEPF Authority, ensure timely updation of KYC details and bank account information with the Registrar and Share Transfer Agent, opt for electronic mode of communication for prompt receipt of corporate communications. The Company continues to uphold the principles of transparency and investor protection in all its engagements with the stakeholders.
19. SHAREHOLDING PATTERN AS ON MARCH 31, 2026:
Shareholders having multiple folios under one PAN have been considered as one Shareholder.
Dematerialization of Shares: Till March 31, 2026, 1,03,24,496 (99.98%) Equity shares have been dematerialized.
The Company has not issued any GDR/ADR/Warrants or any convertible instruments in the past and hence as on March 31, 2026, the Company does not have any outstanding GDR/ADR/Warrants or any convertible instruments.
20. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:
The Company is exposed to the risk of price fluctuations of raw materials. The Company proactively manages these risks through forward booking of foreign exchange and inventory management. The Company does not indulge in commodity hedging activities and accordingly, no commodity hedging activities are carried out. Therefore, there is no disclosure to offer in terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/p/ 2018/0000000141 dated November 15, 2018.
The Company has in place a robust risk management framework and policy for identification and monitoring and mitigation of foreign exchange risks. The risks are tracked and monitored on a regular basis and mitigation strategies are adopted in line with the risk management framework.
The Company has foreign currency debt in the form of Buyers Credit availed from the bank against the Import Purchase done by the Company. The Company has entered into forward contract in respect of such debt during the financial year 2025-26.
21. MANDATORY UPDATION OF PAN, KYC, BANK DETAILS, SPECIMEN SIGNATURE AND NOMINATION DETAILS PRIOR TO PROCESSING THE PAYMENT OF DIVIDEND:
Pursuant to SEBI Master Circular bearing reference no. HO/38/13/(4)2026-MIRSD-POD/I/4298/2026 Dated February 06,2026 and SEBI Circular bearing reference no. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2024/ 81 dated June 10, 2024, as amended, SEBI has mandated that, with effect from April 1, 2024, dividend to the security holders holding shares in physical mode shall be paid in electronic mode only and if the folio is KYC Compliant. A folio will be considered as KYC compliant on registration of all details viz. full address with pin code, mobile no., email ID, bank details, valid PAN linked to Aadhar of all holders in the folio, specimen signature, nomination, etc.
Relevant FAQs have been published by SEBI in this regard which can be viewed at https://www.sebi.gov.
.
Members holding shares in physical form are requested to furnish Form ISR-1, Form ISR-2, ISR- 3 and SH-13 (available on the Companys website at https://www.ivpindia.com/forms to update KYC and choice of Nomination (in case the same are not already updated), to MUFG Intime India Private Limited at, C-101, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai-400 083, India., the Companys Registrar and Share Transfer Agent. Alternatively, Members may send digitally signed copy of their documents by email to MUFG Intime India Private Limited at investor. helpdesk@in.mpms.mufg.com or upload on their web portal www.in.mpms.mufg.com .
Members holding shares in demat mode are requested to update their details with their Depository Participants at the earliest.
Towards this, the Company sends letters to the Members holding shares in physical form. Further, Members who hold shares in dematerialized form and wish to update their PAN, KYC, Bank details and Nomination, are requested to contact their respective DPs.
22. VARIOUS INVESTOR INITIATIVES BY OUR RTA:
As part of their constant endeavour to enhance investor servicing, our RTA has implemented various investor initiatives, few of which are as under:
Investor Service portal: SWAYAM is a secure, user- friendly web-based application that empowers shareholders to effortlessly access various services.
This application can be accessed at https://swayam. in.mpms.mufg.com/
Tax Exemption Form submission: Members can submit their tax exemption forms through online services on RTAs website at https://web.in.mpms.mufg. com/formsreg/submission-of-form-15g-15h.html
Web-based Investor Query facility: To facilitate faster responses to shareholder queries, shareholders are required to submit their queries or requests only electronically through their website at https://web.
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23. DISCLOSURES:
i. There was no material Related Party Transaction entered into by the Company during the financial year 2025-26.
ii. There were no instances of non-compliance, penalties, restrictions imposed on the Company by Stock Exchanges, SEBI or any other statutory authority, on any matter relating to capital markets during the last three years.
iii. The Company has a Vigil Mechanism and Whistle Blower Policy for Directors and employees to report violations of applicable laws and Regulations and the Code of Conduct. During the year under review, no employee was denied access to the Audit Committee. The Company has conducted Training Sessions on awareness of Vigil Mechanism and Whistle Blower Policy of the Company. The Policy on Vigil Mechanism and Whistle Blower is uploaded on the website of the Company and can be accessed through the link: https://www.ivpindia.com/policies .
iv. The Company has complied with all applicable mandatory requirements of the Listing Regulations.
v. Companys Policy on Related Party Transactions is uploaded on the website of the Company and can be accessed through the link: https://www. ivpindia.com/policies .
vi. The Company has not raised funds through preferential allotment or qualified institutions placement during the financial year 2025-26.
vii. A Certificate from Company Secretary in Practice certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority, is annexed herewith as a part of the report.
viii. During the year under review, there were various recommendations made by different Committees to the Board as per the requirements of the Act and various SEBI Regulations. All the recommendations given by the Committees to the Board were accepted.
ix. Details relating to total fees for all services paid by the Company, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part are given in Note 33 to the Financial Statements.
x. Disclosures in relation to Sexual Harassment of Women at Workplace like number of complaints filed and disposed off during the year and pending as on March 31, 2026, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given in the Directors Report.
xi. There are no non-compliances of any requirements of Corporate Governance Report, as per sub-paras (2) to (10) of Schedule V Part C of the Listing Regulations.
xii. The Company has complied with the requirements specified in Regulations 17 to 27 and Regulation 46(2), wherever applicable, of the Listing Regulations.
xiii. The Company has not been informed of any agreement under Regulation 30A(l) read with clause 5A of paragraph A of Part A of Schedule Ill of the Listing Regulations. Accordingly, there was no requirement for disclosing the same.
xiv. Disclosure regarding Directors and Senior Management.
A brief profile of the Directors & Key Managerial Personnel is as follows:
Mr. Rajkumar Lekhwani-Chairman
Mr. Rajkumar Lekhwani is a qualified Chartered Accountant (Member of ICAI) with over 25 years of extensive and diverse experience in Finance and Business Leadership across the FMCG, Pharmaceuticals, FMEG, and Capital Goods sectors. His professional journey includes a 14-year tenure at Procter & Gamble, and senior leadership roles at ACG and Crompton Greaves. He successfully managed large-scale P&Ls, overseeing operations of up to USD 5 billion. He has demonstrated strong expertise in Corporate Finance, including Taxation (Direct and Indirect), Treasury Management, Company Law Compliance, Mergers & Acquisitions, IPO Readiness, and Capital Structuring. With a robust foundation in Commercial Finance, Supply Chain Finance, and Strategic Business Partnering, Mr. Raj is known for building high-performance teams, strengthening governance frameworks, and driving sustainable financial outcomes. His cross-functional leadership and global exposure enables him to operate effectively across diverse markets and business environments.
Mr. Ranjeev Lodha-Independent Director
Mr. Ranjeev Lodha is an Associate Member of the Institute of Chartered Accountants of India and holds a Post Graduate Diploma in Management of Business Finance (MBF) from Indian Institute of Finance, Delhi. He has over 35 years of experience across Corporate Finance in areas such as Mergers and Divestments, Financial Reporting and Consolidation, Treasury, Controlling, implementation of ERP systems, strategic finance and investor relations. He has worked with corporates such as Tata Chemicals Limited, Mahindra and Mahindra Limited, and Huhtamaki India Limited.
Ms. Mala Todarwal-Independent Director
Ms. Mala Todarwal is a fellow member of the Institute of Chartered Accountants of India and is a practicing Chartered Accountant since 2009. She is also the member of Bombay Chartered Accountants Society. She started her career with Deloitte, and is an active partner of M/s. Arun Todarwal & Associates LLP. During her years of practice, she has handled various professional assignments including statutory audits, management assurance, management and systems audit, due diligence, taxation, international taxation etc. She has been an Independent Director in several companies and over her tenure has helped companies in strengthening their corporate governance structure, risk assessment and plans to mitigate them as well as implementation of recommendations given by the auditors on strengthening the controls and processes of Companies.
Mr. Pratik Kadakia-Independent Director
Mr. Pratik Kadakia has a B. Tech (Metallurgical Engineering) from IIT Bombay and a MMS degree from NMIMS, University of Mumbai. Since his post-graduation he has worked in the chemicals and materials industry with several reputed organizations such as Dow Corning, Tata Group, etc. in senior leadership roles with his last being the Head for Composites Solutions business at Reliance Industries Ltd. In April 2022, Mr. Pratik Kadakia founded and continues to run his own strategy consulting firm SSASM Consulting, serving clients in the chemical and materials industry for growth and performance improvement and has a total experience of 33 years.
Mr. Mandar P. Joshi-Whole-Time Director & Chief Executive Officer
Mr. Mandar P. Joshi was appointed as Chief Executive Officer of the Company on August 11, 2015 and was elevated to the position of Whole-Time Director & Chief Executive Officer of the Company on August 01, 2016. He is a B. Tech (Chemical Engineering) from IIT Mumbai and MMM (Marketing) from JBIMS, Mumbai University. He has over 30 years of experience in the Chemical Industry. He started his career with Gharda Chemicals in 1995. In the year 1996 he joined BASF Group at Ludwigshafen, Germany where he worked for 4 years in various positions. After returning to India, he worked in different BASF group companies executing various roles in technical, commercial and leadership functions such as Site Manufacturing Director and Business Director Polyurethanes.
Mr. Anwar Chauhan-Non-Executive & NonIndependent Director
Mr. Anwar Chauhan is a Commerce Graduate from Mumbai University and qualified Chartered Accountant from the Institute of Chartered Accountants of India. He started his career with N.M. Raiji as Audit Manager and subsequently continued his corporate career with Multinational Allana Group for over 35 years. He is presently designated as Director Commercial and involved in Allana Groups Strategic Planning, formulation of business goals to improve financial performance and Investment Portfolio.
Mr. Rakesh Joshi-Chief Financial Officer
Mr. Rakesh Joshi is a qualified Chartered Accountant from the Institute of Chartered Accountants of India and B. Com from Mumbai University. He is a result oriented professional with over 30 years of experience in reputed organizations such as Saregama India Ltd, Zubair Furnishing LLC, Ceat Ltd and Mafatlal Industries Ltd in Finance domain. His last assignment was with Hindusthan M-I Swaco Ltd (Joint Venture enterprise with M-I Swaco, A schlumberger Company) & Hindusthan Chemicals Company (A division of Hindusthan Engineering & Industries Ltd) as Head of Finance.
Mr. Jay R Mehta-Company Secretary
Mr. Jay R. Mehta is an accomplished corporate professional and an Associate Member of the Institute of Company Secretaries of India (ICSI). He holds a Bachelor of Laws (LL.B.) degree from G. J. Advani Law College, Mumbai, a reputed institution. With over 18 years of extensive experience in corporate compliance, legal and secretarial functions, Mr. Mehta has built strong expertise in handling complex regulatory and compliance matters across various domains. His experience spans a wide range of corporate transactions and restructuring activities, including mergers, demergers, takeovers, delisting of shares, preferential allotments, and Qualified Institutional Placements (QIPs). He has also played a key role in the conversion of loans into equity shares under Strategic Debt Restructuring (SDR) frameworks and has overseen the implementation of resolution plans under the Insolvency and Bankruptcy Code (IBC) in accordance with orders of the Honble National Company Law Tribunal (NCLT). Additionally, Mr. Mehta has been involved in structuring and executing joint ventures, shareholder arrangements, and various corporate restructuring schemes, while ensuring adherence to applicable regulations under the Companies Act, SEBI regulations, FEMA, and other allied laws. Throughout his career, he has worked closely with promoters, legal advisors, and financial institutions, offering strategic guidance and ensuring compliance- driven execution of critical corporate actions.
24. PREVENTION OF INSIDER TRADING:
The Company has laid down Code of Conduct to Regulate, Monitor and Report Trading by Insiders (the Code) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is applicable to all Insiders of the Company including Designated Persons and immediate relatives of Designated Persons.
The Company has also formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Policy and Procedure for Inquiry in case of leak of Unpublished Price Sensitive Information in compliance with the PIT Regulations.
The Company has conducted training and awareness sessions on Insider Trading policy of the Company.
All the Codes and Policy mentioned above are available on the Companys website. https://www. ivpindia.com/policies .
25. RECONCILIATION OF SHARE CAPITAL AUDIT:
As stipulated by SEBI, a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form with the total issued and paid-up capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is placed before the Board of Directors of the Company. The audit, inter alia, confirms that the listed and paid-up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form held with NSDL, CDSL and the total number of shares in physical form.
The Secretarial department of the Company at Mumbai is manned by competent and experienced professionals. The Company has a system to review and audit its secretarial and other statutory compliances by competent professionals. Appropriate actions are taken to continuously improve the quality of compliance.
26. CODE OF CONDUCT:
The Company has laid down a Code of Conduct for all Board members and Senior Management Personnel. The Code of Conduct is available on the website of the Company a https://www.ivpindia.com/policies. The declaration of Whole-Time Director & CEO is given below:
Declaration
As required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby declare that all the Board Members and Senior Management Personnel, for the financial year March 31, 2026, have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel as adopted by the Board of Directors.
| Mandar P. Joshi | |
| Whole-Time Director & | |
| Place: Mumbai | Chief Executive Officer |
| Date: May 21, 2026 | DIN: 07526430 |
#CGEnd#
#ARStart#
To
The Members of IVP Limited
Report on the Audit of the Financial Statements
OPINION
We have audited the Financial Statements of IVP Limited (the Company), which comprise the Balance Sheet as at March 31, 2026, the Statement of profit and loss (including Other Comprehensive Income), Statement of changes in equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of material and significant accounting policies and other explanatory information (hereinafter referred to as Financial Statements).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the Act) in the manner so required and give a true and fair view in conformity with the Indian accounting standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its Profits including Other Comprehensive Income, changes in equity and its cash flows for the year ended on that date.
BASIS FOR OPINION
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements Section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
Description of Key Audit Matters
| Key Audit Matters | How Matter was addressed in our Audit |
| (1) Trade Receivables and Expected Credit Losses | |
| As at March 31, 2026, the carrying amount of trade receivables was g 18,630 lakhs, which accounted for 54% of the Companys total assets. The Company makes provision for impairment of trade receivables based on the historical loss experience and future uncertainties. In computing the allowances, the Company considers factors such as type of products sold, credit terms, ageing of receivables, current creditworthiness, past collection history, and insurance cover. | Our audit procedures to assess the recoverability of trade debtors included the following: - Assessing the design and implementation of the Companys internal control in relation to the revenue and collection cycle, particularly the controls over receivables collection. - Obtaining an understanding of the Companys judgment about the recoverability of individual trade debtor balances. Evaluating the provisions for Expected Credit Losses made by the Company for these individual balances with reference to the debtors financial condition, industry in which the debtors are operating, ageing of balances, historical and post-year-end collection records; |
| We focused on this area because: Trade receivables and their loss allowance are significant to the Company. We identified recoverability of trade receivables as a key audit matter because of delays in collections of amounts due, as also the recognition of expected credit losses, which is inherently subjective and requires the exercise of significant judgment. Further during the year, a fraud was detected by the company in respect of sales. | - Assessing, on a sample basis, items in the trade receivables ageing report were classified within the correct ageing bracket by comparing individual items in the report with underlying documentation; Comparing, on a sample basis, receipts from customers subsequent to the financial year end relating to trade receivable balances as at March 31, 2026, with bank statements and relevant remittance documentation; and - Evaluate the rationale of the Companys loss allowance estimates by inspecting the information used by the Company, such as ageing of overdue balances, extent of insurance coverage, historical and post-year-end collection trend from debtors, legal notices issued to overdue debtors and the historical and estimated loss rate. |
| (2) Contingent Liabilities The Company has disclosed in note no. 35 to Financial Statements Contingent liabilities and commitments (to the extent not provided for) which includes an amount of g 9,259 lakhs for ongoing legal proceedings with Mumbai Port Trust (MPT) for rent charged by MPT based on the market value of the property, which are disputed. | Our audit procedures included the following: - Obtained management assessment on the litigation, along with the communications made with Management. - Read and considered the final order by the Supreme Court on this matter (in relation to MPT). - Considered legal view obtained by the Company from external law firms. |
| - Conducted detailed discussions with the in-house legal head and the Companys senior management to understand their assessment on the most likely outcome of these litigations. |
OTHER INFORMATION
The Companys Board of Directors is responsible for the other information. The other information comprises the Directors Report. Our opinion on the financial statements does not cover the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Companys financial reporting process.
AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit.
We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has an adequate internal financial control system in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended.
(e) On the basis of the written representations received from the directors as on March 31, 2026, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026, from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B . Our Report expresses an unmodified opinion on the adequacy and operating effectiveness of the companys internal financials controls with reference to the Financial Statements.
(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Companies Act, 2013, as amended in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.
(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its Financial Statements. Refer to Note No.35 to the financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts, including derivative contracts.
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2026.
iv. (a) The Management has represented to us that, to the best of its knowledge and belief, as disclosed in the notes to the accounts no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented to us that, to the best of its knowledge and belief, as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that cause us to believe that the representation given by the Management under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatements.
v. (a) The final Dividend proposed in the previous year, declared and paid by the Company during the year, is in accordance with Section 123 of the Act, as applicable.
(b) The Board of Directors of the Company has proposed a final dividend for the year, which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of Dividend proposed is in accordance with Section 123 of the Act, as applicable.
vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from April 01, 2023.
Based on our examination, which included test checks, the Company has used accounting software for maintain books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with.
Further, the audit trail records have been preserved by the Company as per the statutory requirements for record retention.
| For Rajendra & Co. Chartered Accountants Firms Registration No.: 108355W |
| Apurva Shah Partner Membership No.: 047166 UDIN: 26047166NUEVSN3188 |
| Place: Mumbai Date: May 21, 2026 |
Annexure A
To the Independent Auditors Report on the Financial Statements Of IVP Limited For The Year Ended March 31, 2026.
(Referred to in Paragraph 1 under the heading of Report on other legal and regulatory requirements of our report of even date)
(i) a. A. The Company has maintained proper
records showing full particulars, including quantitative details and the situation of Property, Plant and Equipment.
B. The Company has maintained proper records showing full particulars of intangible assets.
b. As explained to us, these Property, Plant and Equipment have been physically verified by the management in a phased periodical manner over a period of 2 years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification and appropriately dealt with in the books of accounts.
c. In our opinion and according to information and explanation given to us and on the basis of the examination and records of the Company, all the title deeds of all the immovable properties. (Other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee) disclosed in the financial statements are held in the name of the Company.
d. According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) and intangible assets during the year and hence reporting under clause (i) (d) of paragraph 3 of the Order is not applicable and hence not commented upon.
e. According to the information and explanation given to us, there are no proceedings initiated or pending against the Company as at March 31, 2026, for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder and hence reporting under clause (i) (e) of paragraph 3 of the Order is not applicable and hence not commented upon.
(ii) a. The inventories, except goods-in-transit, have been physically verified during the year by the Management at reasonable intervals. In our opinion and according to the information and explanation given to us, the coverage and procedure of such verification by the management is appropriate, having regard to the size of the Company and nature of its operations. In respect of goods- in-transit, the majority of the goods have been received subsequent to the year- end. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed on physical verification by the Company.
b. During the year, the Company has not been sanctioned Secured working capital limits in excess of g 5 crores, in aggregate, from banks or financial institutions on the basis of security of current assets, hence, provisions of this sub-clause are not applicable.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships, or other parties. Accordingly, the provisions of clause 3(iii) (a), (b), (c), and (d) of the Order are not applicable to the Company and hence not commented upon.
(iii) According to the information and explanations given to us, the Company has not granted any loan or advance in the nature of a loan granted which has fallen due during the year, has been renewed or extended, or fresh loans granted to settle the overdue of existing loans given to the same parties. Accordingly, the provisions of clause 3(iii) (e) of the Order are not applicable to the Company and hence not commented upon.
(iii) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to Promoters, related parties as defined in clause (76) of Section 2 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (f) of the Order are not applicable to the Company and hence not commented upon.
(iv) According to the information and explanations given to us, the Company has not directly or indirectly advanced any loan to the person or given guarantees or securities in connection with the loan taken by persons covered under Section 185 of the Act and hence clause (iv) of paragraph 3 of the order is not applicable to the Company. The Company has complied with the provisions of Section 186 of the Act, in respect of investments, loans, guarantees, or security given, as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Therefore, clause (v) of paragraph 3 of the Order is not applicable to the Company.
(vi) The maintenance of cost records has been specified by the central government under Section 148(1) of the Companies Act, 2013, in respect of the product manufactured by the Company. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the central government for maintenance of the cost records under Section 148(1) of the Companies Act, 2013 in respect of manufacture of the products and are of the opinion that prima facie, the prescribed amounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate and complete.
(vii) In respect of Statutory dues:
a. According to the records of the Company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Goods and Service Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and any other statutory dues have generally been regularly deposited with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2026, for a period of more than six months from the date they became payable.
b. According to the information and explanations given to us, the statutory dues referred to in sub-clause (a) above that have not been deposited as at March 31, 2026, before the appropriate authorities on account of any dispute are as under:
| Name Of Statute | Nature of Dues | Amount (in Lakhs) | Period to which amount relates | Forum where dispute is pending |
| Income Tax Act, 1961 | Income Tax | 2.88 | FY 2009-10 | Honble High Court |
| Income Tax Act, 1961 | Income Tax | 1.91 | FY 2013-14 | Income Tax Officer |
| Income Tax Act, 1961 | Income Tax | 4.18 | FY 2014-15 | Income Tax Officer |
| Income Tax Act, 1961 Total | Income Tax | 9.12 18.09 | FY 2017-18 | Income Tax Officer |
(viii) In our opinion, to the best of our knowledge and according to the information and explanations given to us, there are no such transactions which are not recorded in the books of account, have been surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (43 of 1961), which have been previously unrecorded income. Therefore, clause (viii) of paragraph 3 of the Order is not applicable to the Company.
(ix) a. The Company has not defaulted in
repayment of loans and other borrowings and interest due thereon.
b. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company is not declared a wilful defaulter by any bank or financial institution or other lender.
c. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company has not obtained any term loans during the year and hence clause (ix) (c) of paragraph 3 of the order is not applicable to the Company.
d. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company has not utilised its funds raised for a short-term basis for long-term purpose.
e. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company has no subsidiaries, associates, or joint ventures, and hence clause (ix) (e) of paragraph 3 of the order is not applicable to the Company.
f. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company has no subsidiaries, joint ventures or associate companies, and hence clause (ix) (f) of paragraph 3 of the order is not applicable to the Company.
(x) a. According to the information and explanations provided to us and on an overall examination of the balance sheet, the Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year under review and hence, reporting requirements under clause (x) (a) of paragraph 3 of the Order are not applicable to the Company and, not commented upon.
b. According to the information and explanations provided to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year under review and hence, reporting requirements under clause (x) (b) of paragraph 3 of the Order are not applicable to the Company and, not commented upon.
(xi) a. According to the information and explanation given to us, during the year, the Company identified a fraud involving misrepresentation and falsification of customer records by a sales employee. Based on the findings of the completed investigation, the total financial impact has been assessed at g 613 lakhs. The same is fully provided for in the books in accordance with Ind AS 109 Financial Instruments including g 254 lakhs provided during the financial year.
The Company has initiated steps for recovery and Internal controls and processes have been strengthened to mitigate and prevent recurrence of such incidents.
b. In our opinion, to the best of our knowledge and according to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year.
c. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company has not received any whistleblower complaints during the year.
(xii) In our opinion Company is not a Nidhi Company and hence reporting under the provisions of sub-clause (a), (b), and (c) of clause (xii) of paragraph 3 of the Order are not applicable to the Company.
(xiii) According to the information and explanations provided by the management, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and the details have been disclosed in the financial statements, as required by the applicable accounting standards.
(xiv) a. According to the information and explanations provided by the management, the Company has an internal audit system commensurate with the size and nature of its business.
b. We have considered the reports of the internal auditor for the period under audit.
(xv) In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any noncash transaction with the directors or persons connected with him and covered under Section 192 of the Act and hence reporting under clause (xv) of the paragraph 3 of the Order is not applicable to the Company.
(xvi) a. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
b. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company has not conducted any Non-Banking Financial or Housing Finance during the year under review and hence, reporting requirements under clause (xvi) (b) of paragraph 3 of the Order are not applicable to the Company and, not commented upon.
c. In our opinion, to the best of our knowledge and according to the information and explanations given to us, the Company is not a Core Investment Company CIC) as defined in the regulations made by Reserve Bank of India and hence, reporting requirements under clause (xvi) (c) of paragraph 3 of the Order are not applicable to the Company and, not commented upon.
d. As represented by the management, the Group does not have more than one Core Investment Company (CIC) as part of the Group as per the definition of Group contained in the Core Investment Companies (Reserve Bank) Directions, 2016.
(xvii) According to the information and explanations provided to us and on an overall examination of the balance sheet, the Company has not incurred cash losses in the current and the immediately preceding financial year.
(xviii) The statutory auditors of the Company have not resigned during the year and hence, reporting requirements under clause (xviii) of paragraph 3 of the Order are not applicable to the Company and, not been commented upon.
(xix) According to the information and explanations provided to us and on an overall examination of the balance sheet and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans, in our opinion no material uncertainty exists as on the date of the audit report that the Company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.
(xx) a. There are no unspent amounts towards corporate social responsibility (CSR) on other than ongoing projects requiring transfer to a fund specified in schedule VII to the Companies Act 2013 in compliance with the second proviso to sub-section (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx) (a) of the order is not applicable to the Company.
b. The Company does not have any ongoing projects, so reporting under clause 3(xx) (b) is not applicable to the Company.
(xxi) According to the information and explanations provided to us, as per the provisions of the act regarding preparation of consolidated financial statement is not applicable to the Company as there is no investment in the subsidiary, associate Company and joint venture Company and hence, reporting requirements under clause (xxi) of paragraph 3 of the Order are not applicable to the Company and, not commented upon.
| For Rajendra & Co. Chartered Accountants Firms Registration No.: 108355W |
| Apurva Shah Partner Membership No.: 047166 UDIN: 26047166NUEVSN3188 |
| Place: Mumbai Date: May 21, 2026 |
Annexure B
To the Independent Auditors Report on the Financial Statements of IVP Limited For the Year Ended March 31, 2026
(Referred to in paragraph 2 (f) under Report on Other Legal and Regulatory Requirements of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)
We have audited the Internal Financial Control over the financial reporting of IVP LIMITED (the Company) as of March 31, 2026, in conjunction with our audit of the Financial Statements of the Company for the year then ended.
MANAGEMENTS RESPONSIBILITY FOR THE INTERNAL FINANCIAL CONTROLS
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively 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 frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. Companys internal financial control over financial reporting includes those policies and procedures that (l) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the Financial Statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
OPINION
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, largely an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI. Keeping in mind the fraud detected during the year by a Sales employee the controls on Sales and receivables, however may be strengthened further and we are informed that the same has been already initiated by the Company.
| For Rajendra & Co. Chartered Accountants Firms Registration No.: 108355W |
| Apurva Shah Partner Membership No.: 047166 UDIN: 26047166NUEVSN3188 |
| Place: Mumbai Date: May 21, 2026 |
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