To, The Members, LANDMARK GLOBAL LEARNING LIMITED
Your Directors have pleasure in presenting the Boards Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2026.
The financial performance of the Company for the year ended March 31, 2026 is as below:
| Particulars | 2025-26 | 2024-25 |
| Revenue from Operations | 1831.32 | 3757.83 |
| Other Income | 266.54 | 233.13 |
| Total Income | 2097.85 | 3,990.96 |
| Total Expenses | 2848.63 | 2,218.46 |
| Profit / (Loss) before Exceptional & Extraordinary item | (750.78) | 1,772.50 |
| Exceptional items | - | - |
| Extraordinary items | - | - |
| Profit / (Loss) before Tax (PBT) | (750.78) | 1,772.50 |
| Current Tax | - | 465.06 |
| Deferred Tax | (20.13) | (5.17) |
| Minimum Alternate Tax (MAT) | - | - |
| Profit / (Loss) after Tax (PAT) for the year | (730.65) | 1,312.61 |
| Earnings per share (EPS) | ||
| Basic | (3.55) | 8.18 |
| diluted | (3.55) | 8.18 |
During the financial year under review, the Company faced a challenging operating environment due to significant changes in the global education and immigration landscape. Evolving immigration policies, changes in student visa regulations and eligibility criteria, and increased scrutiny by immigration authorities in key overseas destinations had an adverse impact on the overall demand for international education and immigration consultancy services.
The Company recorded a total income of 2,097.85 Lakhs for the financial year ended March 31, 2026 as against 3,990.96 Lakhs in the previous financial year. The Company reported Loss After Tax of 730.65 Lakhs as against a Profit After Tax of 1,312.61 Lakhs in the previous financial year.
The decline in financial performance was primarily attributable to the changing regulatory environment and policy developments affecting international student mobility and immigration across major overseas destinations. The resulting uncertainty and moderation in demand impacted the Companys revenue and profitability during the year.
Notwithstanding the challenges faced during the year, the Company continues to evaluate emerging opportunities and adapt its business strategy to the evolving global environment. The management remains focused on strengthening operational efficiency, maintaining high standards of service and compliance, expanding its market reach and diversifying its service offerings.
Going forward, the Company remains cautiously optimistic about the long-term prospects of the global education and immigration sector. With its established industry presence and continued focus on adaptability, customer service and operational excellence, the Company aims to navigate the evolving market conditions and work towards sustainable growth in the coming years.
During the financial year 2025-26, consequent upon the change in name of the Company from Landmark Immigration Consultants Limited to Landmark Global Learning Limited, the relevant provisions of the Memorandum of Association and Articles of Association of the Company were altered accordingly. The requisite approvals of the Members and the regulatory authorities were obtained in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
During the financial year 2025-26, the Company changed its name from Landmark Immigration Consultants Limited to Landmark Global Learning Limited. The change of name was approved by the Members of the Company through Postal Ballot and, pursuant thereto, the fresh Certificate of Incorporation consequent upon change of name was issued by the Registrar of Companies on 16 June 2025.
The proposed change of name was also subsequently approved by BSE Limited on 10 July 2025. The change in name was undertaken to align the corporate identity of the Company with its existing business activities in the field of education and overseas education consultancy. The change of name did not result in any change in the legal status, constitution, operations or activities of the Company and did not affect the rights of the Company or its shareholders/stakeholders.
During the financial year 2025-26, the Company conducted a Postal Ballot through remote e-voting in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The approval of the Members was sought for the change in the name of the Company from Landmark Immigration Consultants Limited to Landmark Global Learning Limited and consequential amendments to the Memorandum of Association and Articles of Association of the Company. The requisite approval of the Members was obtained through Postal Ballot.
With a view to conserving financial resources and strengthening the Companys capital base to support its long-term growth strategy and future business opportunities, your Board of Directors has not recommended any dividend for the financial year ended March 31, 2026. The Board believes that retaining earnings will enhance the Companys financial resilience and support sustainable value creation for all stakeholders. The Company remains committed to delivering long-term shareholder value through prudent financial management and improved operational performance.
During the financial year under review, the Company incurred a loss. Accordingly, no amount has been transferred to the General Reserve, and the Board of Directors has decided not to make any transfer to the General Reserve for the year.
The Company continues to remain focused on strengthening its position in the overseas education, career counselling and immigration consultancy sector. Landmark Global Learning Limited has evolved with the vision of empowering the aspiring youth of India to position themselves successfully in the global landscape by providing comprehensive and reliable solutions for overseas education and career opportunities.
The Company offers an integrated range of services covering education consultancy, course and university selection, application formalities, student visa assistance, education loan guidance, IELTS and other language training, career counselling, scholarship guidance, travel assistance, post-landing support and post-study opportunities. With a network of 200+ partner universities and an expanding presence across various cities in India, the Company is well positioned to serve the growing aspirations of Indian students seeking quality international education.
Going forward, the Company intends to further strengthen its university and institutional relationships, expand its geographical reach, enhance its technology-enabled counselling and application processes and continue providing personalised, transparent and end-to-end support to students and their families. The Company will also continue to monitor changes in international education, immigration and visa policies and adapt its services accordingly. With its experienced team, established network and comprehensive service portfolio, the management remains optimistic about the Companys long-term growth prospects and is committed to creating sustainable value for its students, institutional partners and other stakeholders.
During the financial year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of your Company as on March 31, 2026 is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) comprising of 2,50,00,000 (Two Crore Fifty lacs only) equity shares of the face value of Rs 10 (Ten Rupees)
During the financial year under review, there was no change in the issued, subscribed and paid-up share capital of the Company. The issued, subscribed and paid-up share capital of your Company as on March 31, 2026 is Rs. 20,61,00,000/- (Rupees Twenty Crore Sixty One Lacs Only) divided into 2,06,10,000 (Two Crore Six Lacs and Ten Thousand) shares of the face value of Rs 10 (Ten Rupees) each.
There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
The Board of Directors of the Company, at present comprises of 5 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The board of directors of the company comprises of 5 (Five) Directors, consisting of 1 (One) Managing Director, 1 (One) Whole-Time Director, 1 (One) Non-Executive Director 2 (Two) Non-Executive Independent Directors. The constitution of the Board of the Company is in accordance with the provisions of the Companies Act, 2013. The Board of Directors of your Company comprised of the following Directors, as on March 31, 2026:
| Name of the Director | Designation |
| Mr. Jasmeet Singh Bhatia | Chairman & Managing Director |
| Ms. Richa Arora | Whole Time Director |
| Mr. Amit Kumar Sharma | Non-Executive Non-Independent Director |
| Mr. Manu Sharma | Non-Executive Independent Director |
| Mr. Taranjit Singh Bharaj | Non-Executive Independent Director |
During the Financial Year 2025-26, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Mihai Ivanof as Director - Global Strategy with effect from 1 November 2025 to oversee the global strategic affairs of the Company.
The designation Director - Global Strategy is a functional title only and does not constitute an appointment as a Director on the Board of the Company within the meaning of the Companies Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Mihai Ivanof is neither a member of the Board of Directors nor a Key Managerial Personnel of the Company, and the said appointment does not confer upon him any rights, powers, duties or responsibilities of a Director under the applicable provisions of the Companies Act, 2013 or any other applicable law. The Company had disclosed the said appointment to the Stock Exchanges under Regulation 30 of the SEBI Listing Regulations, as a measure of good corporate governance and in the interest of transparency.
Pursuant to the provisions of Section 152(6) of the Act, Mr. Jasmeet Singh Bhatia (DIN: 02862660), Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered himself for re-appointment. The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.
Brief resume, nature of expertise, disclosure of relationship between Directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed / re-appointed, along with their shareholding in the Company and other details as stipulated under Secretarial Standard - 2 on General Meetings and Regulation 36 of the SEBI Listing Regulations, is appended as an Annexure to the Notice
During the financial year, Ms. Charanchit Kaur, Company Secretary & Compliance Officer of the Company has resigned with effect from April 08, 2025. Subsequently, Ms. Simran Bhatia was appointed as Company Secretary & Compliance Officer of the Company with effect from June 16, 2025, upon the recommendation of the Nomination and Remuneration Committee.
As on March 31, 2026, the following individuals were designated as Key Managerial Personnel of the Company in accordance with Section 2(51) of the Companies Act, 2013:
| Name of KMP | DESIGNATION |
| Mr. Jasmeet Singh Bhatia | Chairman & Managing Director |
| Ms. Richa Arora | Whole Time Director |
| Ms. Simran Bhatia | Company Secretary & Compliance Officer |
| Mr. Digvijay | Chief Financial Officer |
The Directors of the Company have duly submitted their disclosures of interest in Form MBP-1 pursuant to the provisions of Section 184(1) of the Companies Act, 2013 and the rules made thereunder. The Directors have also furnished the requisite declarations confirming their eligibility and compliance with the provisions of Section 164(2) of the Companies Act, 2013, along with such other disclosures and declarations as required under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Companies Act, 2013 and the Board herewith takes on record the eligibility of all the Directors to continue as Directors of the Company in terms of Sec 164(2) of the Companies Act, 2013.
With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director and is of the opinion that they are the person of integrity and possess relevant expertise and experience and their continued association as Director will be of immense benefit and in the best interest of the Company. Furthermore, all Independent Directors have duly registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).
Pursuant to Section 134(p) and Section 178(2) of the Companies Act, 2013 and applicable provisions of SEBI Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.
A separate meeting of Independent Directors was held without the presence of any NonIndependent Directors to discuss, inter-alia, the performances of Non-Independent Directors, the Board as a whole and the Chairman, taking into consideration the views of Executive Directors and Non-Executive Directors. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated.
There is no employee stock option plan subsisting and continuing as on date.
The Company has taken all necessary steps to facilitate complete dematerialization of its equity shares. All the Shares of your Company were in Dematerialization mode as on March 31, 2026, and there are no shares held in physical form. This ensures ease of trading for shareholders and enhances transparency and compliance with applicable regulations. The ISIN of the Equity Shares of your Company is INE12QA01010.
The equity shares of the Company continued to remain listed on the Stock Exchange(s) during the financial year 2025-26, and there was no change in the listing status of the Company.
M/s. KFin Technologies Limited is Companys Registrar and Share Transfer Agent (RTA) in compliance with the provisions of the Companies Act, 2013 and the SEBI Regulations.
During the year under review, the Company does not have any subsidiary/joint ventures/Associate companies.
The Board meets at regular intervals to discuss and decide on Companys business policy and strategies apart from other urgent business matter. The date of meetings of the Board of Directors and Committee are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
The notice and agenda of the Board/ Committee meetings is circulated in accordance with the provisions of the Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
During the year under review, Board of Directors of the Company met 07 (Seven) times as follows:-
| Sr. No. | Date |
| 1. | April 25, 2025 |
| 2. | May 07, 2025 |
| 3. | May 30, 2025 |
| 4. | September 02, 2025 |
| 5. | November 14, 2025 |
| 6. | December 05, 2025 |
| 7. | March 27, 2026 |
The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act, 2013.
The details of attendance of each Director at the Board Meetings are given below;
| Name of Director | Date of Original Appointment | Date of Cessation | Number of Board Meetings Eligible to attend | Number of Board Meetings attended |
| Mr. Jasmeet Singh Bhatia | 05/10/2010 | N.A | 07 | 07 |
| Ms. Richa Arora | 05/10/2010 | N.A | 07 | 03 |
| Mr. Amit Kumar Sharma | 02/05/2024 | N.A | 07 | 07 |
| Mr. Manu Sharma | 23/02/2024 | N.A | 07 | 07 |
Presently, the Board has following Committees viz. the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate and Social Responsibility Committee
The Audit Committee is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013.
During the year under review, Audit committee met 5(Five) times as follows:
| Sr. No. | Date |
| 1. | May 15, 2025 |
| 2. | May 30, 2025 |
| 3. | September 02, 2025 |
| 4. | November 14, 2025 |
| 5. | March 02, 2026 |
The composition of the Committee and the details of meetings attended by its members are given below;
| Name of Members | Designation | Category | Number of Meetings Eligible to attend | Number of Meetings attended |
| Mr. Taranjit Singh Bharaj | Chairman & Member | Non-Executive Independent Director | 5 | 5 |
| Mr. Manu Sharma | Member | Non-Executive Independent Director | 5 | 5 |
| *Mr. Amit Kumar Sharma | Member | Non-Executive Non-Independent Director | 5 | 5 |
| *Mr. Jasmeet Singh Bhatia | Member | Chairman & Managing Director | 0 | 0 |
*Mr. Jasmeet Singh Bhatia ceased to be the member of the committee and Mr. Amit Kumar Sharma was appointed as the member of the committee w.e.f. April 25, 2025.
The Company Secretary of the Company acts as a Secretary to the Committee.
During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.
The Nomination and Remuneration Committee was duly constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.
During the year under review, committee met 3(Three) time as follows:
| Sr. No. | Date |
| 1. | May 07, 2025 |
| 2. | June 16, 2025 |
| 3. | December 05, 2025 |
The composition of the Committee and the details of meetings attended by its members are given below;
| Name of Members | Designation | Category | Number of Meetings Eligible to attend | Number of Meetings attended |
| Mr. Manu Sharma | Chairman & Member | Non-Executive Independent Director | 3 | 3 |
| Mr. Taranjit Singh Bharaj | Member | Non-Executive Independent Director | 3 | 3 |
| Mr. Amit Kumar Sharma | Member | Non-Executive Non-Independent Director | 3 | 3 |
The Company Secretary of the Company acts as a Secretary to the Committee.
The purpose of the Nomination and Remuneration Committee (NRC) is to oversee the Companys nomination process for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing.
Individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Nomination and Remuneration Policy.
The Nomination and Remuneration Committee has formulated a comprehensive Nomination and Remuneration Policy pursuant to Section 178(3) of the Companies Act, 2013. This policy outlines the criteria for determining the qualifications, positive attributes, and independence of Directors. It also provides guidance on the structure and levels of remuneration for Directors, Key Managerial Personnel (KMP), and senior management, including the appointment of individuals at one level below the KMP.
The full policy is available on the Companys website and can be accessed at the following link:
The Stakeholders Relationship Committee was duly constituted on July 30, 2024 in accordance with the provisions of Section 178 of the Companies Act, 2013.
During the Financial Year 2025-26, the Stakeholders Relationship Committee met 4(Four) time as follows:
| Sr. No. | Date |
| 1. | May 30, 2025 |
| 2. | September 02, 2025 |
| 3. | November 14, 2025 |
| 4. | March 02, 2026 |
The composition of the Committee and the details of meetings attended by its members are given below;
| Name of Members | Designation | Category | Number of Meetings Eligible to attend | Number of Meetings attended |
| Mr. Manu Sharma | Chairman & Member | Non-Executive Independent Director | 4 | 4 |
| Mr. Amit Kumar Sharma | Member | Non-Executive Non-Independent Director | 4 | 4 |
| Mr. Taranjit Singh Bharaj | Member | Non-Executive Independent Director | 4 | 4 |
The Company Secretary of the Company acts as a Secretary to the Committee.
The Stakeholders Relationship Committee considers and resolves the grievances of our shareholders including complaints relating to non-receipt of annual report, transfer and transmission of securities, issue of new/duplicate certificates, general meetings and such other Grievances as may be raised by the security holders of the Company, from time to time.
The Corporate and Social Responsibility Committee was duly constituted in accordance with the provisions of Section 135 of the Companies Act, 2013.
During the Financial Year 2025-26, the Corporate and Social Responsibility Committee met 2(Two) time as follows:
| Sr. No. | Date |
| 1. | May 07, 2025 |
| 2. | February 02, 2026 |
The composition of the Committee and the details of meetings attended by its members are given below;
| Name of Members | Designation | Category | Number of Meetings Eligible to attend | Number of Meetings attended |
| Mr. Taranjit Singh Bharaj | Chairman & Member | Non-Executive Independent Director | 2 | 2 |
| Mr. Manu Sharma | Member | Non-Executive Independent Director | 2 | 2 |
| Mr. Amit Kumar Sharma | Member | Non-Executive Non-Independent Director | 2 | 2 |
The Company Secretary of the Company acts as a Secretary to the Committee.
Pursuant to Secretarial Standard - 1 and Schedule IV of the Companies Act, 2013 the Independent Directors shall conduct at least One (1) meeting in a Financial Year to review the performance of Non-Independent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.
Accordingly, all Independent Directors of the Company have conducted a meeting dated March 20, 2026 without presence of non-independent director where they review the performance of all non-independent director of the Company and the board as a whole, also review the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.
The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.
Our company places the highest importance on strong governance practices, with a firm commitment to acting in the best interests of all stakeholders. Adhering to robust governance not only strengthens internal controls in line with evolving business dynamics but also enhances overall performance. Furthermore, it fosters transparency by helping stakeholders better understand the organizations key activities, policies, and strategic direction.
Pursuant to provisions of Regulation 15 of the SEBI Listing Regulations, the SME Listed Companies are exempt from the provisions of Corporate Governance.
As the Company is listed on the SME Platform of BSE, the corporate Governance provisions do not apply. Consequently, the Corporate Governance report is not included in the Annual Report.
As per provision of Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111(E) on February 16th, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w. e. f. April 15, 2017. As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 1st, 2017.
M/s Sukhpal Singh & Co., Chartered Accountants (Firm Registration No. 032318N), were appointed as the Statutory Auditors of the Company by the Members for a term of five (5) consecutive years commencing from the conclusion of the 13th Annual General Meeting and continuing until the conclusion of the 18th Annual General Meeting of the Company.
During the financial year under review, consequent upon the transition of the Company into a listed public entity, the Companys compliance obligations, regulatory requirements and audit responsibilities increased substantially. In view thereof, Mr. Sukhpal Singh expressed his inability to devote the requisite time and attention necessary for discharging the responsibilities of Statutory Auditor of the Company. Accordingly, M/s Sukhpal Singh & Co., Chartered Accountants (Firm Registration No. 032318N), resigned as the Statutory Auditors of the Company with effect from 13th August, 2025.
Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Board of Directors appointed M/s Sumit Bharti & Associates, Chartered Accountants (Firm Registration No. 015301N), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Sukhpal Singh & Co. The appointment was subsequently approved by the Members of the Company at the Annual General Meeting held in the year 2025.
Further, the Board of Directors recommended the appointment of M/s Sumit Bharti & Associates, Chartered Accountants (Firm Registration No. 015301N), as the Statutory Auditors of the Company for a term of five (5) consecutive years commencing from the conclusion of the 15th Annual General Meeting and continuing until the conclusion of the 20th Annual General Meeting of the Company to be held in the year 2030. The said appointment was duly approved by the Members of the Company at the 15th Annual General Meeting held in the year 2025.
The Company has received the requisite consent and eligibility certificate from M/s Sumit Bharti & Associates, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors of the Company in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
During the year under review, the Auditors Report does not contain any qualifications/ adverse remarks. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further explanation by the Board of Directors. There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.
The Board of Directors of your Company based on the recommendation of Audit Committee, had appointed M/s. P.S. Dua & Associates, Practicing Company Secretary (C.P. NO. 3934, Peer Review Certificate No. 7732/2026), as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the Financial Year 2025-26, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report submitted by M/s P.S. Dua & Associates, the Secretarial Auditors, for the Financial Year 2025-26 is annexed as Annexure-A to this Boards Report. The Secretarial Audit report does not contain any qualifications, reservations, or adverse remarks, and therefore does not necessitate any further comments by the Board.
Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, M/s Vijay Dhingra & Co., Chartered Accountants, Firm Registration No. 0018857N, was appointed as an Internal Auditor of the Company for the Financial Year 2025-26.
During the year under Review, no details of fraud reported by auditors of the company under Section 143(12) of the Companies Act, 2013.
During the year under review, there is no material changes and/or commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
During the year under review, there is no Significant Material Orders passed by the Regulators or courts or Tribunals impacting the going concern status and Companys operations in future.
During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014 and hence there were no outstanding deposits and no amount remains unclaimed with the Company as on 31st March 2026.
The loans, guarantees given or security provided or investments made by the company under Section 186 of the Companies Act, 2013, during the financial year 2025-26, have been specifically disclosed in the Notes of Financial Statement of the Company.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are:
In view of the nature of business activities of the company, the information relating to conservation of energy and technology absorption, as required under section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not required to be given. The Company has, however, used information technology extensively in its operations.
Foreign exchange earnings in terms of actual inflows during the year- Rs. 1237.75 lacs. Foreign exchange outgo in terms of actual outflows during the year- Rs. 109.58 lacs.
All the transactions between the Company and its related parties were reviewed and approved by Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Board of Directors. In compliance with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions, which is also available on Companys website at . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties.
Further, all related party transactions undertaken during the financial year were executed on an arms length basis and in the ordinary course of business. The Company has not entered into any materially significant related party transactions that could potentially conflict with the interests of the Company at large. As such, the disclosure of related party transactions in Form AOC-2 is not applicable.
Your Company operates on the belief that an organization should exist to serve a social purpose. The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are applicable to your Company. Your Board has constituted a CSR Committee under Section 135 read with Rule 5 of Companies (Corporate Social Responsibility Policy) Rules, 2014 of the Companies Act, 2013.
The Company has constituted a Corporate Social Responsibility (CSR) Committee which functions under direct supervision of Mr. Taranjit Singh Bharaj, Non-Executive Independent Director of the Company who is also the chairperson of the said Committee. The Committee has formulated the CSR policy indicating the activities to be undertaken by the company from time to time.
Companys Corporate Social Responsibility (CSR) Policy has been posted on the website at . During the year under review, the Company was required to spend Rs. 26,08,407.00 on CSR activities and has transferred the unspent amount to Unspent Corporate Social Responsibility Account on April 29, 2026 w.r.t. ongoing project.
The detailed Annual Report on CSR activities, as mandated under the Companies Act, forms part of this Report.
As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent womens harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises.
The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:
a) No. of Complaints received: Nil b) No. of Complaints disposed: Nil c) No. of cases pending for more than 90 days: Nil
Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The policy on POSH adopted by Board is available on website of the company at .
The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961 and rules made thereunder. The company ensures that all eligible women employees are granted maternity benefits including paid leave, protection against dismissal during maternity, and a safe working environment as prescribed under the Act.
We further confirm that no woman employee is engaged in tasks that may be harmful during pregnancy, and the company is committed to upholding the rights and welfare of its women employees in accordance with the applicable laws.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure-B to this Report.
During the year under review, the Company is not required to maintain cost records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013.
During the year under review, the Company is not required to carry out the Cost Audit as specified by the Central Government under sub-Section (2) of Section 148 of the Companies Act, 2013.
In terms of Regulation 34 of SEBI Listing Regulations, 2015 read with Schedule V of SEBI Listing Regulations, 2015, Management Disclosure and Analysis Report is attached separately which forms part of Annual report.
The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).
Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; and e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; f) proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return is available on the website of the Company at .
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Take Reports(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.
Details of the Complaint Received/Solved/Pending During the year
| Sr. No. | Complaints received from | Complaints received | Complaints resolved | Complaints pending |
| 1. | Directly received from investors | NIL | NIL | NIL |
| 2. | SEBI SCORES | NIL | NIL | NIL |
| 3. | Stock Exchange | NIL | NIL | NIL |
| 4. | Others sources (if any) | NIL | NIL | NIL |
| 5. | Total | NIL | NIL | NIL |
In terms of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a Whistle Blower Policy / Vigil Mechanism in place for the Directors and Employees of your Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be raised. Any concern relating to impact on human rights or issues caused by the business shall also be addressed by the said committee. The Whistle Blower Policy has been uploaded on the website of your Company at under the tab Investor Relations > Policies. The Policy provides access to the Chairman of the Audit Committee. No person has been denied an opportunity to have access to the Vigil Mechanism Committee and the Audit Committee Chairman.
During the financial year, the Company did not receive any complaint under the Vigil Mechanism / Whistle Blower Policy.
The Company has adopted Code of Conduct to regulate, Monitor and Report Trading by Designated Persons & Code of Practices and Procedures for fair disclosure of UPSI, in line with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said regulations. The same is hosted on the website of the Company viz. .
a) There has been no change in the nature of business of the Company during the financial year, in accordance with sub-rule 5(ii) of Rule 8 of the Companies (Accounts) Rules, 2014. b) During the financial year 2025-26, no application was made, nor was any proceeding pending, under the Insolvency and Bankruptcy Code, 2016. c) The Company did not enter into any one-time settlement with any bank or financial institution during the year under review. d) During the year, neither the Statutory Auditors nor the Secretarial Auditor reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013, that would require disclosure in the Boards Report.
Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.
Sd/- Jasmeet Singh Bhatia Managing Director DIN:02862660
Sd/- Richa Arora Whole Time Director DIN:03218223
Place: Chandigarh Date:04.09.2026
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
Activities for the Financial Year 2025-26
[Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended]
A Brief outline on CSR Policy of the Company: Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Company Social Responsibility Policy) Rules, 2014, the CSR Committee formulated the Corporate Social Responsibility Policy (CSR Policy) and recommended the same to the Board of Directors of the Company for its approval. The Board of Directors have adopted the CSR Policy as recommended by CSR Committee. Under the CSR Policy the Company will broadly focus on medical relief and research, Environment Protection/ Sustainability, Promoting Education, Social Upliftment, education and healthcare facilities to children from slums and other vulnerable communities and/or may consider to contribute towards Prime Minister National relief Fund or to any trust registered under section 12A/12AA & Section 80G of Income Tax Act, 1961 and having expertise and infrastructure to carry on CSR activities as envisaged in the Companies Act, 2013.
The Composition of CSR Committee
| Sl. No. Name of Director | Designation of Nature Directorship | Number of meetings of CSR Committee held during the year | Number of meetings of CSR Committee attended during the year |
| i Taranjit Singh Bharaj | Chairman and Non-Executive Independent Director | 2 | 2 |
| ii Manu Sharma | Non-Executive Independent Director | 2 | 2 |
| iii Amit Kumar Sharma | Non-Executive Director | 2 | 2 |
Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: The Companys Composition of CSR Committee, CSR Policy and CSR projects approved by the Board can be viewed at the website of the Company at
Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable
(a) Average net profit of the company as per sub-section (5) of Section 135: Rs. 1304.33 Lakh (b) Two percent of average net profit of the Company as per sub-section (5) of Section 135: Rs. 26.086 Lakh (c) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil (d) Amount required to be set-off for the financial year, if any: Nil (e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 26.086 Lakh
(a) Amount spent on CSR projects (both ongoing project and other than ongoing project): Rs. 26.086 Lakh (b) Amount spent in administrative overheads: Nil (c) Amount spent on impact assessment, if applicable: NA (d) Total amount spent for the financial year [(a)+(b)+(c)]: NIL (e) CSR amount spent or unspent for the financial year:
| Total Amount Spent for the Financial Year. (in Rs.) | Amount Unspent (in Rs.) | ||||
| 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 (Rs. In lakh) | Date of transfer | Name of the Fund | Amount | Date of transfer | |
| NIL | Rs. 26.086 Lakh | 29/04/2026 | NA | NIL | NIL |
(f) Excess amount for set-off, if any:
| Sl. No. Particulars | Amount (Rs. In lakh) |
| (i) Two percent of average net profit of the company as per sub-section (5) of section 135 | 26.086 |
| (ii) Total amount spent for the Financial Year | 0 |
| (iii) Excess amount spent for the Financial Year [(ii)-(i)] | 0 |
| (iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any | 0 |
| (v) Amount available for set off in succeeding Financial Years [(iii)-(iv)] | 0 |
Details of Unspent CSR amount for the preceding three financial years:
| Sl. No Preceding Financial Year(s) | Amount transferred to Unspent CSR Account under sub-section (6) of section 135 (in Rs.) | Balance Amount in Unspent CSR Account under sub-section (6) of section 135 (in Rs.) | Amount Spent in the Financial Year (in Rs) | Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub-section (5) of section 135, if any: Amount (in Rs.) | Date of Transfer | Amount remaining to be spent in succeeding Financial Years (in Rs) | Deficiency, if any |
| NIL |
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8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No
If Yes, enter the number of Capital assets created/acquired- N.A.
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility
| Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property] | Pincode of the property or asset(s) | Date of creation | Amount of CSR amount spent | Details of entity/ Authority/ beneficiary of the registered owner: CSR Registration Number, if applicable | Name | Registered address |
| 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):
The Company could not spend the entire amount required to be spent towards CSR activities during the financial year as it was in the process of identifying and evaluating suitable CSR projects/programmes falling within the activities specified under Schedule VII to the Companies Act, 2013. Accordingly, the unspent amount has been dealt with in accordance with the applicable provisions of the Companies Act, 2013.
Sd/- Jasmeet Singh Bhatia Managing Director DIN:02862660
Sd/- Richa Arora Whole Time Director DIN:03218223
Place: Chandigarh Date:04.09.2026
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