Linaks Microelectronics Ltd Directors Report

<dhhead>DIRECTORS’ REPORT</dhhead>

TO THE MEMBER(S)

Your directors are pleased to present the 41st (Forty First) Annual Report on the business and operations of Linaks Micro Electronics Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended on 31st March, 2026.

1. FINANCIAL RESULTS AND PERFORMANCE OF THE COMPANY

The summarized working results for the Financial Year ended on 31st March, 2026 as compared with the previous year are as under: -

(Amount in Rupees)

Particulars	2025-26	2024 – 2025
Revenue from Operation	0.00	0.00
Other Income	11,31,200.00	4,57,200.00
Total Revenue	11,31,200.00	4,57,200.00
Total Expenses	32,37,995.97	27,68,247.27
Profit/(Loss) before tax from continuing Operations	(21,06,795.97)	(23,11,047.27)
Current Income Tax for the period	0.00	0.00
Deferred Tax	0.00	0.00
Profit/(Loss) for the period	(21,06,795.97)	(23,11,047.27)

2. STATE OF COMPANY’S AFFAIRS

The Company’s plans for new activities are progressing gradually and management is hopeful that it will gain momentum in the current financial year. The Management is striving to add new activities in other related areas of Business and the Directors are optimistic about future performance of the Company.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year under review since the Company is still trying to finalize and add new business activities.

4. DIVIDEND AND RESERVES

The Directors do not recommend any dividend since the Company has not earned any distributable profit during the financial year 2025-26.

Further, no amount has been transferred to the general reserves during the year under review.

5. WEB LINK OF ANNUAL RETURN

The Ministry of Corporate Affairs vide Notification dated 05.03.2021 (effective from same date) has made Amendment in Rule 12 of Companies (Management and Administration), Rules, 2014, Omitting Requirement of attaching MGT 9 Extract of Annual Report in the Board Report, hence form MGT-9 doesn’t form part of this Board Report.

Pursuant to Section 92(3) read with section 134 (3) (a) of the Companies Act, 2013, copies of the Annual Return of the Company is placed on the website of the Company and is accessible at the web-link: www.linaks.in.

6. SHARE CAPITAL

Authorized Share Capital

The Authorised Share Capital of the Company as on 31st March, 2026 was Rs. 9,00,00,000/- (Rupees Nine Crores Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Re. 1/- (Rupee One Only) each and 40,00,000 (Forty Lakh) Optionally Convertible Preference Shares of Rs. 10/- (Rupees Ten Only) each.

Paid Up Share Capital

The Paid-up Share Capital of the Company as on 31st March, 2026 was Rs. 4,95,35,300/- (Rupees Four Crores Ninety-Five Lakhs Thirty-Five Thousand Only) divided into 1,73,35,300 (One Crore Seventy-Three Thousand Thirty-Five Thousand Three Hundred) Equity Shares of face value of Re. 1/- (Rupee One Only) each and 32,20,000 (Thirty-Two Lakh Twenty Thousand) Optionally Convertible Preference Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the Company has not issued any shares. The Company has neither issued shares with differential voting rights nor employee stock options or sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors

The Company has an appropriate mix of directors on its Board. There are 5 Directors on the Board of the Company. The Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various areas.

The Directors of the Company as on March 31, 2026 are as follows:

S. No.	Name of the Director	Designation	Date of Appointment
1.	Shashi Shekhar Mishra (DIN: 06880735)	Managing Director	18/07/2024
2.	Urvashi Mishra (DIN: 09061576)	Executive Director	15/02/2025
3.	Ishu Mishra (DIN: 09461542)	Executive Director	14/02/2025
4.	Komilla Singh (DIN: 11162411)	Independent Director	02/09/2025
5.	Prakash Chandra Srivastava (DIN: 11145545)	Independent Director	02/09/2025

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Ishu Mishra (DIN: 09061576), Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re – appointment. Our Directors recommend her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.

Changes in the Board of Directors post the closure of the Financial Year under review

1. Appointments subject to the approval of members of the Company:

(a) Ms. Anu Shukla (DIN: 11232523) as an Additional Director (Category: Non-Executive Independent Director) of the Company for a period of 5 (five) years commencing from September 4, 2026 to September 3, 2031.

(b) Ms. Vedangi Singh (DIN: 11916405) as an Additional Director (Category: Non-Executive Independent Director) of the Company for a period of 5 (five) years commencing from September 4, 2026 to September 3, 2031.

(c) Mr. Aman Bajpai (DIN: 11924349) as an Additional Director (Category: Non-Executive Independent Director) of the Company for a period of 5 (five) years commencing from September 4, 2026 to September 3, 2031.

2. Resignations:

(a) Mr. Prakash Chandra Srivastava (DIN: 11145545) ceased to be the Non-Executive Independent Director of the company with effect from September 4, 2026.

(b) Ms. Komilla Singh (DIN: 11162411) ceased to be the Non-Executive Independent Director of the company with effect from September 4, 2026.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder, the following persons were designated as the Key Managerial Personnel (KMP) of the Company as on March 31, 2026:

S. No.	Name of the Key Managerial Personnel	Designation	Date of Appointment
1.	Mr. Shashi Shekhar Mishra	Managing Director	18/07/2024
2.	Mr. Amit Agrawal	Chief Financial Officer	06/08/2025
3.	Ms. Bhumika Mittal	Company Secretary & Compliance Officer	06/08/2025

Changes during the year under review

a) Mr. Amit Agrawal has been appointed as the Chief Financial Officer of the Company w.e.f. 06.08.2025

b) Ms. Bhumika Mittal has been appointed as the Company secretary cum Compliance Officer of the Company w.e.f. 06.08.2025.

c) Mr. Girish Chandra Jha resigned from the position of Chief Financial Officer with effect from 24.10.2025 due to personal & professional reasons.

8. AUDITORS

i) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s. R S J B & Associates, Chartered Accountants (Firm Registration Number: 018712C), were appointed as the Statutory Auditors of the Company at the 40th Annual General Meeting held on 30th September, 2025 for a term of five consecutive years commencing from the conclusion of 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting.

The Auditor’s Report on the financial statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report. The report does not contain any qualification, reservation, or adverse remark. The observations of the Statutory Auditors in their report, read together with the notes on Accounts, are self – explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

ii) Secretarial Auditor

In compliance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on September 02, 2025 and based on recommendation of the Audit Committee, has appointed M/s. P. K. Mishra & Associates, Practicing Company Secretaries, a peer reviewed firm (Firm Registration No. S2016DE382600) as a Secretarial Auditors of the Company the financial year 2025 - 2026.

The Secretarial Audit Report in Form MR-3 for the Financial Year 2025-26 is annexed to this report as Annexure-A.

The Secretarial Audit Report contains certain observations, explanations of which are given as under:

a) The company had not appointed the company secretary during the audit period from 01.04.2025 to 05.08.2025 i.e. after resignation of CS Priya Gupta on 31.08.2024 and therefore not complied with the provisions of Section 203 (1) of the Companies Act, 2013 read with Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. However, the company has appointed Ms. Bhumika Mittal, Company Secretary bearing Membership No. A63808 as the Company Secretary cum Compliance Officer in full-time employment of the company w.e.f. 06.08.2025.

The Company has taken necessary corrective measures to rectify the aforesaid non-compliance. Accordingly, Ms. Bhumika Mittal has been appointed as the Company Secretary-cum-Compliance Officer of the Company with effect from August 6, 2025, thereby ensuring compliance with the applicable statutory requirements.

b) During the financial year under review, the company did not comply with Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the audited financial results for the financial year ended 31 March 2025, which were required to be submitted to the Stock Exchange(s) within 60 days from the end of the financial year, were considered and approved by the Board of Directors at its meeting held on 20 June 2025 instead of on or before 30 May 2025, resulting in a delay of 21 days in submission of the audited financial results.

The Company has taken note of the aforesaid observation and assures that the applicable requirements will be duly complied with in all future filings.

c) The company was not in compliance with the provisions of Section 149 of the Companies Act, 2013 from 01.04.25 to 01.09.2025 with respect to the appointment of at least one-third of the total number of directors as independent directors.

The Company has rectified the aforesaid non-compliance and has appointed the requisite number of Independent Directors, namely Mr. Prakash Chandra Srivastava (DIN: 11145545) and Ms. Komilla Singh (DIN: 11162411), with effect from September 02, 2026.

d) The Audit Committee was not constituted in compliance with the provisions of Section 177 of the Companies Act, 2013.

The Company has rectified the aforesaid non-compliance and, accordingly, has reconstituted the Audit Committee with a minimum of three Directors, with Independent Directors constituting a majority of the Committee.

e) The Nomination and Remuneration Committee was not constituted in compliance with the provisions of Section 178 of the Companies Act, 2013.

The Company has rectified the aforesaid non-compliance and, accordingly, has reconstituted the Nomination and Remuneration Committee comprising three or more Non-Executive Directors, of whom not less than one-half are Independent Directors, in compliance with the applicable statutory requirements.

f) The Stakeholders Relationship Committee was not constituted in compliance with the provisions of Section 178 of the Companies Act, 2013.

The Company has rectified the aforesaid non-compliance and, accordingly, has reconstituted the Stakeholders’ Relationship Committee, comprising a Chairperson who is a Non-Executive Director and such other members as may be determined by the Board.

g) The company has not maintained proper functional website which is in contravention of the provisions of Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has taken note of the aforesaid observation and is in the process of making the Company’s website fully operational and functional.

The amended provisions of Regulation 24A of SEBI Listing and Obligations and Disclosure Requirements (LODR) Regulations, 2015 are not applicable to the Company.

iii) Internal Auditor

Pursuant to Section 138 of Companies Act, 2013, the Company had appointed M/s Saurabh Gaur & Co. (Firm Regn. No. 011255C) as the Internal Auditors of the Company at its Board Meeting held on 06th August, 2025 for the Financial Year 2025-2026.

9. DETAILS OF FRAUDS REPORTABLE BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor of the Company has disclosed any instance of fraud committed in the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Act.

10. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2026, the Company has no Subsidiary, Joint venture or Associate Company and accordingly Form AOC-1 i.e. a statement containing salient features of the financial statements of subsidiaries or associate companies or Joint Ventures pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rule, 2014 is not required to be attached.

11. CORPORATE GOVERNANCE REPORT

Your Company has followed good corporate governance practices since its inception. The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para – C, D and E of Schedule V is not applicable on the Company, and therefore, disclosures as required under para – C, D and E of Schedule V is not given for the financial year 2025 – 2026.

A certificate of Practicing Company Secretary regarding non – applicability of regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para – C, D and E of Schedule V is hereby enclosed and forms part of this report as Annexure ‘B’.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure - ‘C’ and forms an integral part of this report.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal or unethical practices, Unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The whistle Blower Policy is available on Company’s website i.e. www.linaks.in.

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

14. LISTING OF SHARES

The securities of the Company are presently listed at

a) BSE Limited

b) The Stock Code & ISIN no. for dematerialisation of listed shares:

S. No.	Scrip Code	ISIN No.
1.	517463	INE028C01027

The Annual listing fees have been paid to BSE Limited.

Further, to provide service to the Shareholders, the Company has appointed M/s. Beetal Financial & Computer Services (P) Limited, 3rd Floor, Beetal House, 99, behind Local Shopping Centre, Madangir Village, Madangir, New Delhi, Delhi 110062 as the Registrar and Transfer Agent of the Company for Electronic Connectivity with NSDL and CDSL.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prohibition, prevention and redressal of Sexual Harassment of Women at the Work Place and matter connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

An Internal Complaints Committee (ICC) has been constituted to consider and resolve complaints related to sexual harassment, as mandated by the said Act

Further the following details related to complaints of sexual harassment:

(a) Number of complaints of sexual harassment received in the year: NIL

(b) Number of complaints disposed off during the year: NIL

(c) Number of cases pending for more than ninety days: NIL

16. MATERNITY BENEFIT COMPLIANCE STATEMENT

The Company confirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, including maternity leave as applicable, and protection against termination on account of maternity leave.

17. PARTICULARS OF EMPLOYEES AND RATIO OF REMUNERATION:

Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 cannot be worked out as the process of recruitment of staff has not yet completed.

As required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company did not have any employee drawing a remuneration of Rs. 1.02 Cr. or more per annum, if employed throughout the year or Rs.8.50 lacs or more per month, if employed for a part of the said year under review. Moreover, there was no employee, employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

18. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31, 2026, seven (7) meetings of the Board of Directors were convened and held, the details of which are as under:

Sr. No.	Board Meeting	Total Strength of the Board	No. of Directors Present
1.	30.05.2025	03	03
2.	25.06.2025	03	03
3.	06.08.2025	03	03
4.	02.09.2025	05	05
5.	24.10.2025	05	05
6.	05.11.2025	05	05
7.	11.02.2026	05	05

The Board of Directors met at Regular Intervals to transact business and the gap between two consecutive meetings did not exceed one hundred and twenty days.

Attendance of Directors at Board Meetings during the F.Y 2025-2026 are as under:

Name of the Directors	No of Board Meetings held	No of Board Meetings Attended
Shashi Shekhar Mishra (DIN: 06880735)	7	7
Urvashi Mishra (DIN: 09061576)	7	7
Ishu Mishra (DIN: 09461542)	7	7
Komilla Singh (DIN: 11162411)	4	4
Prakash Chandra Srivastava (DIN: 11145545)	4	4

19. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

i) Audit Committee:

Your Directors have constituted the Audit committee in accordance with Section 177 of the Companies Act, 2013 read with rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Committee as on March 31, 2026 are as follows:

Name of Members	Designation
Shashi Shekhar Mishra	Chairman
Urvashi Mishra	Member
Ishu Mishra	Member

Six (6) meetings of the Audit Committee were held during the period ended March 31, 2026 on May 30, 2025, June 25, 2025, August 06, 2025, September 02, 2025, November 05, 2025 and February 11, 2026. The Board of Directors of the company has accepted all the recommendation received from the Audit Committee.

ii) Nomination & Remuneration Committee:

Your directors have constituted a Nomination and Remuneration Committee as required under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of Nomination and Remuneration Committee on March 31, 2026 are as follows:

Name of Members	Designation
Shashi Shekhar Mishra	Chairman
Urvashi Mishra	Member
Ishu Mishra	Member

Two (2) meeting of the Nomination and Remuneration Committee were held during the period ended March 31, 2026 on August 6, 2025 and September 02, 2025.

iii) Stakeholders Relationship Committee:

Your Board has constituted Stakeholders Relationship Committee under the provisions of Section 178(5) of Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The members of Stakeholders Relationship Committee on March 31, 2026 are as follows:

Name of Members	Designation
Shashi Shekhar Mishra	Chairman
Urvashi Mishra	Member
Ishu Mishra	Member

One (1) meetings of the Stakeholders Relationship Committee was held during the period ended March 31, 2026 on September 2, 2025.

The Committee, inter alia, looks into investor complaints and also reviews the performance of Registrar to the Issue and Share Transfer Agent of the Company and suggests measures for overall improvement.

The Company has delegated share transfer powers to the Registrar and Share Transfer Agent, Beetal Financial and Computer Services (P) Limited, Beetal House, 3rd Floor, 99 Madangir, Behind LSC, Near Dada Harsukhdas Mandir, New Delhi – 110062.

During the year, no complaints were received from the investors. All transfers/transmissions received during the financial year were processed by the Registrar and Share Transfer Agent and no transfers/transmissions were pending.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirms that:

a) in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable Indian Accounting Standards ("Ind AS") and Schedule III of Companies Act, 2013 have been followed and there are no material departures from the same;

b) the directors had 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 and of the profit and loss of the Company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DECLARATIONS BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Directors of the Company as required under section 149(7) of the Companies Act, 2013, confirming that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Directors. Further, they have enrolled themselves in the Data Bank 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.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The Board of Directors reviewed all the laws applicable to the company, prepared by the company and taking steps to rectify instances of non-compliances. (Annexure D)

During the FY 2025-26, a separate meeting of Independent Directors was held on February 11, 2026.

22. NOMINATION AND REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration Committee of the Company, has framed and adopted a Policy Namely Nomination and Remuneration Policy to deal with matters of appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees of the Company. The said policy focuses on the following aspects: -

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate quality Directors required to run the Company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its Goals.

Nomination and Remuneration Policy is placed at the website of the Company at www.linaks.in.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to CSR are not applicable on the Company since it does not meet the criteria prescribed under section 135 of the Companies Act, 2013 read with the rules made thereunder.

24. PARTICULARS OF LOANS, GUARANTEES, SECURITY AND INVESTMENTS

Details of loans, guarantees and investments are given in the notes to the financial statements at appropriate places.

25. RELATED PARTY TRANSACTIONS

The Company has not carried out any Related Party Transactions falling within the purview of Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Amendment Rules, 2014 during the financial year under review, and therefore, the particulars of Contracts or Arrangements with Related Parties referred to in Section 188(1) in Form AOC – 2 is not applicable to the Company.

None of the Directors have any pecuniary relationships of transactions viz-a-viz the Company. The Company has not entered into any transaction of material nature with Promoters, the Directors or the Management or Relatives etc. that may have any potential conflict with the interest of the Company.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATED AND THE DATE OF THE REPORT

No material changes and commitments, materially affecting the financial position of the Company or having any material impact on the operations of the company have occurred between the end of the financial year under review and date of this report.

27. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

With respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)Rules, 2014, for the financial year ended March 31, 2026 are attached as Annexure ‘E’ and form anintegral part of this Report.

28. RISK MANAGEMENT POLICY

In today’s economic environment, Risk Management is very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company recognizes risk management as an integral component of good corporate governance. The Company has developed and adopted a risk management policy. The findings are periodically reviewed by the Board and Audit Committee with emphasis on maintaining its effectiveness in dynamic business environment.

29. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

In terms of provisions of the Companies Act, 2013 and Regulation 17(10), 19(4) and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, performance of the Directors as well as the evaluation of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the performance evaluation process for the Board, its Committees and Directors.

30. PUBLIC DEPOSITS

During the period under review, the Company has not accepted or invited any deposits from the public in terms of the provisions of Section 73 of the Act. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2026.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its operations in future except to the extent mentioned in this Report.

The National Company Law Tribunal, New Delhi Bench, Court VI, I.A. 22/2024 in C.P. No. IB – 638/ND/2020, Under Section 30(6) and 31 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, passed the order

1. approving the Resolution Plan along with the addendums to the Resolution Plan submitted by consortium of Lala Jujal Kishore Jewellers, M/s Evanka Construction India Private Limited, M/s Smoothway Realtors LLP and M/s LJK Construction India Private Limited (Successful Resolution Applicant) as approved by the Committee of Creditors (‘CoC’) in it’s 10th CoC Meeting held on 09.09.2023 with 100% voting shares.

2. The Resolution Professional shall forward all records relating to the Corporate Insolvency Resolution Process of the Corporate Debtors and the Resolution Plan to IBBI to be recorded at its database in terms of Section 31(3)(b) of the Code. The Resolution Professional is further directed to handover all the records, premises, properties of the Corporate Debtors to the Successful Resolution Applicant to ensure a smooth implementation of the resolution plan.

3. the resolution plan shall not be construed as waiver to any statutory obligations/liabilities arising out of the approved resolution plan and the same shall be dealt in accordance with the appropriate authorities concerned as per relevant laws.

32. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM

The Internal Audit Department of the Company had carried out internal audit during the financial year under review. The said Audit was carried out with the objective to identify system deficiencies in the process(s) of the organization and to ensure operational effectiveness in all the processes within the organization to ensure that effective internal control exist at all levels of the organization. Further in case any deficiency (ies)/ weakness (es) is observed, the same is brought to the notice of the Management so that corrective actions are taken on time.

33. SECRETARIAL STANDARDS

The Company has complied with the provisions of applicable Secretarial Standards notified by the Institute of Company Secretaries of India during the financial year 2025 – 2026.

34. MAINTENANCE OF COST RECORDS

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 read with Companies (Audit and Auditors) Rules, 2014.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is neither application made nor any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year ended March 31, 2026.

Against the proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), The National Company Law Tribunal, New Delhi Bench, Court VI, I.A. 22/2024 in C.P. No. IB – 638/ND/2020, Under Section 30(6) and 31 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, passed the order dated July 04, 2024

1. approving the Resolution Plan along with the addendums to the Resolution Plan submitted by consortium of Lala Jujal Kishore Jewellers, M/s Evanka Construction India Private Limited, M/s Smoothway Realtors LLP and M/s LJK Construction India Private Limited (Successful Resolution Applicant) as approved by the Committee of Creditors (‘CoC’) in it’s 10th CoC Meeting held on 09.09.2023 with 100% voting shares.

2. The Resolution Professional shall forward all records relating to the Corporate Insolvency Resolution Process of the Corporate Debtors and the Resolution Plan to IBBI to be recorded at its database in terms of Section 31(3)(b) of the Code. The Resolution Professional is further directed to handover all the records, premises, properties of the Corporate Debtors to the Successful Resolution Applicant to ensure a smooth implementation of the resolution plan.

3. the resolution plan shall not be construed as waiver to any statutory obligations/liabilities arising out of the approved resolution plan and the same shall be dealt in accordance with the appropriate authorities concerned as per relevant laws.

4. Pursuant to NCLT Order dated July 04, 2024 the new management took over the charge of affairs of the Company. However, the shares of the company have not yet been transferred in the name of new management/promoter in accordance with the order passed by Hon’ble NCLT New Delhi Bench.

36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any one-time settlement with the banks/financial institutions during the year under review.

37.ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, Stock Exchange, SEBI, bankers, auditors, legal advisors, consultants business associates, state government, local bodies and all the employees with whose help, co-operation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders.

For R S J B & Associates

Chartered Accountants

ICAI Firm Registration Number 018712C

Sd/-

CA Prabhakar rai

Partner

Membership Number: 425889

Place of Signature: Lucknow

Date: 25.05.2026

UDIN: 26425889GEJGID5639