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Nacdac Infrastructure Ltd Directors Report

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Sep 22, 2026|04:01:00 PM

Nacdac Infrastructure Ltd Share Price directors Report

To, The Members, NACDAC Infrastructure Limited 77, 2nd Floor, Navyug Market Ghaziabad, Uttar Pradesh, India - 201001

Your Directors have great pleasure in presenting to you the 14th Annual Report on the affairs of the Company together with the Audited Accounts for the Financial year ended 31st March, 2026.

The Board of Directors hereby submits the report of the business and operations of NACDAC Infrastructure Limited, along with the audited financial statements, for the financial year ended March 31, 2026 along with the reports of the Auditors thereon.

FINANCIAL SUMMARY OF OPERATIONS

The Standalone financial performance of the Company for the financial year ended March 31, 2026 is summarized below:

Particulars F.Y. 2025-26 F.Y. 2024-25
Revenue from Operations 6319.46 4857.99
Other Income 137.81 11.21
Total Income 6457.27 4869.20
Less: Total Expenses before Depreciation, Finance Cost and Tax 5,734.14 4193.44
Profit before Depreciation, Finance Cost and Tax 723.13 675.76
Less: Depreciation 28.01 27.95
Less: Finance Cost 100.72 101.04
Profit Before Extraordinary & Exceptional Items and Tax 594.40 546.77
Less: Extraordinary & Exceptional Items - -
Profit before tax 594.40 546.77
Less: Current Tax 155.04 141.58
Less: Earlier Years Tax - (7.56)
Less: Deferred tax Liability (Asset) (3.55) (1.63)
Profit after Tax 442.91 414.38

FINANCIAL PERFORMANCE

During the year under review, the Company achieved the revenue of the company of Rs. 6319.46 Lakhs for the year ended March 31, 2026 as compared to Rs. 4857.99 Lakhs during the previous year ended March 31, 2025. The net Profit after Tax for the year ended March 31, 2026 Rs. 442.91 Lakhs as compared to Rs. 414.38 Lakhs during the previous year ended March 31, 2025.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous process of developing new products and tailor made services for its customers.

The above figures are extracted from the Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), as amended.

DIVIDEND

In view of the Companys strategic focus on reinvestment for future growth and expansion, the Board of Directors has not recommended any dividend on the equity share capital for the financial year 2025-26.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2025-2026.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves.

BRIEF DESCRIPTION OF THE STATE OF THE COMPANYS AFFAIRS

At NACDAC Infrastructure Limited, we believe that infrastructure is more than just steel and concrete, its the backbone of progress, growth, and opportunity. Since our inception in 2012, we have been driven by a single vision: to build structures that empower communities and shape a stronger India.

As an ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018 certified organization, NACDAC stands at the confluence of quality, sustainability, and safety. Our registrations as a Class A Contractor with leading government bodies further underline the confidence our stakeholders place in us.

But beyond the numbers, it is our people, our values, and our vision that define who we are Led by a dynamic management team and guided by the trust of our clients, we continue to build with purpose - creating spaces that inspire, structures that last, and infrastructure that fuels development.

As we move forward, NACDAC Infrastructure Limited remains committed to transforming challenges into opportunities, and opportunities into landmarks. Each project we undertake carries not just our name, but also our promise - to deliver excellence, responsibility and sustainability.

During the year under review, the Company achieved the revenue of the company of Rs. 6319.46 Lakhs for the year ended March 31, 2026 as compared to Rs. 4857.99 Lakhs during the previous year ended March 31, 2025. The net Profit after Tax for the year ended March 31, 2026 Rs. 442.91 Lakhs as compared to Rs. 414.38 Lakhs during the previous year ended March 31, 2025. Your company has managed to book good amounts of profits during the period under review as compare to the previous year.

The Company have been able to effectively maintain strong financial margins and profitability metrics. Your directors are happy to share that the fundamentals of the business have been sound and robust.

LISTING AND DEPOSITORY FEES

The equity shares of the Company are listed on the SME Platform of the BSE Limited (BSE SME) with effect from December 24, 2024. The Company has paid the annual listing fees to the BSE and is in compliance with all applicable listing regulations.

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

No Material Changes and 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 this Directors Report.

SHARE CAPITAL

During the year under review, there was no change in the Authorised Share Capital and Paid up Share Capital of the Company.

The Authorised Share Capital remained at 11,00,00,000, divided into 1,10,00,000 equity shares of 10 each.

The Paid-up Share Capital: The Paid-up Equity Share Capital of the Company remained constant at 10,52,51,360/- (Rupees Ten Crore Fifty-Two Lakh Fifty-One Thousand Three Hundred Sixty Only), divided into 1,05,25,136 equity shares of 10/- (Rupees Ten Only) each

During the financial year under review, the Company has not issued any equity shares with, nor has it bought back any of its securities. The entire paid-up share capital of the Company continues to rank pari-passu in all respects and remains listed on the BSE SME platform.

SUBSIDIARIES AND OTHER ASSOCIATES COMPANIES

During the year under review, the company did not have subsidiary, Associate or Joint Venture Company.

BOARD MEETINGS

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 6 (Six) times, viz

Month Date
April 2025 16.04.2025
May 2025 30.05.2025
June 2025 No meeting held
July 2025 No meeting held
August 2025 27.08.2025
September 2025 No meeting held
October 2025 No meeting held
November 2025 14.11.2025
December 2025 No meeting held
January 2026 22.01.2026
February 2026 No meeting held
March 2026 27.03.2026

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS

As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors (SS 1) issued by the Institute of Company Secretaries of India (ICSI), the attendance of Directors at Board meetings held during the financial year 2025-26 are as under:

Sl. No. Name of Director Board Meeting
1 Mr. Hemant Sharma 06
2 Ms. Uma Sharma 06
3 Mr. Ashish Saxena 06
4 Ms. Apoorva Dwivedi Mahendra 06
5 Mr. Babbal Singh 06

GENERAL MEETING

1. Annual General Meeting

Sl. No. Type of Meeting Date of Meeting Total Number of members entitled to date attend meeting Attendance
1. Annual General Meeting September 24, 2025 431 133.0273.055

PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies Act, 2013 (Act) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Name of Director Director Identification Number (DIN) Designation
Mr. Hemant Sharma 05304685 Managing Director cum Chairman
Mr. Ashish Saxena 07941108 Whole-time Director
Ms. Uma Sharma 07941101 Non-Executive Director
Ms. Apoorva Dwivedi Mahendra 06592317 Independent Director
Mr. Babbal Singh 06786952 Independent Director

During the year under review, there is no changes took place in the constitution of the Board of Directors.

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013 Mr. Ashish Saxena, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act, 2013, during the year under review, following are the KMP of the Company:

Sr. No. Name of Key Managerial Personnel Name of Key Managerial Personnel
1. Pradeep Singh Company Secretary
2. Shashi Raman Chief Financial Officer
3. Hemant Sharma Managing Director
4. Ashish Saxena Whole-time Director

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themselves in the Independent Directors Data Bank.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at  .

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was held on 27th March 2026 without presence of Non-Independent Directors Members of Management and employees of the Company as required under the Act and in Compliance with requirement under Schedule IV of the Act and as per requirements of Listing Regulations and discussed matters specified therein.

The meeting was conducted to evaluate the:

a. Performance of non-independent Directors and the Board as a whole; b. Quality, content and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

However, the Company Secretary and Compliance Officer of the Company, being a member of the management, attended the meeting only to facilitate convening and holding of the meeting. The meeting was attended by all the Independent Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each of the Independent Director of the Company that they meet the criteria of independence as provided under section 149(6) of the Act and complied with the Code of Conduct as prescribed in the Schedule IV of the Act, as amended from time to time and Regulation 16 of Listing Regulations in respect of their position as an Independent Director of NACDAC Infrastructure Limited.

The Company has received requisite declaration of independence from all the above-mentioned Independent Directors in terms of the Act and SEBI Regulations, confirming that they continue to meet the criteria of independence. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have confirmed their registration with the Indian Institute of Corporate Affairs (IICA) database.

During the year under review the non-executive independent directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company. The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence.

The Board is of the opinion that all the Independent Directors of the Company possess requisite qualifications, skills, experience (including proficiency) and expertise and they hold highest standards of integrity and are independent of the management.

COMMITTEES OF BOARD

Further, the requirement specified in regulations 17 to, 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 to the Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Company has complied with the corporate governance requirements, particularly in relation to appointment of independent directors including woman director on the Board and also constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Board of the Company functions either on its own or through committees constituted thereof, to oversee specific operational areas.

During the year under review, Company having the Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee Board Resolution dated March 28, 2024:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Composition of Committee, Meeting and Attendance of each Member at Meetings

Audit Committee

The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting.

The quorum for the meeting shall be one third of total members of the Audit Committee or Two, whichever is higher, subject to minimum two Independent Director shall be present at the meeting.

During the year under review, Audit Committee of the Company met 04 (Four) times, viz. 30.05.2025, 14.11.2025, 22.01.2026 and 27.03.2026.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members Category Designation in Committee Number of meetings during the financial year 2025-26: Held Eligible to attend Attended
Ms. Apoorva Dwivedi Mahendra Independent Director Chairperson 04 04 04
Mr. Hemant Sharma Managing Director Member 04 04 04
Mr. Babbal Singh Independent Director Member 04 04 04

Recommendations of Audit Committee, wherever/ whenever given, have been accepted by the Board of Directors.

Mr. Pradeep Singh, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors.

The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee

During the year under review, Nomination and Remuneration Committee of the Company met 01 (One) time, viz 27.03.2026.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members Category Designation in Committee Number of meetings during the financial year 2025-26: Held Eligible to attend Attended
Ms. Apoorva Dwivedi Mahendra Independent Director Chairperson 01 01 01
Ms. Uma Sharma Non-Executive Director Member 01 01 01
Mr. Babbal Singh Independent Director Member 01 01 01

Mr. Pradeep Singh, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

Stakeholders Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc. During the year under review, Stakeholders Relationship Committee of the Company met 01 time, viz 27.03.2026 A total of 01 (one) Stakeholders Relationship Committee Meeting were held of the Company.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

Name of Members Category Designation in Committee Number of meetings during the financial year 2025-26: Held Eligible to attend Attended
Ms. Apoorva Dwivedi Mahendra Independent Director Chairperson 01 01 01
Ms. Uma Sharma Non-Executive Director Member 01 01 01
Mr. Babbal Singh Independent Director Member 01 01 01

Mr. Pradeep Singh, Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration.

The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at  .

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting. The Chairman of the Meeting/Company interacted with each Director individually, for evaluation of performance of the individual Directors.

The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by way of questionnaires. In a separate meeting of Independent Directors held on March 27, 2026, performance of Non-Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfillment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgment etc.

The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards, governance skills, professional obligations, personal attributes etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc. The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the board, Committees and individual directors has to be made.

The Company has in place a comprehensive and structured questionnaire for evaluation of the Board and its Committees, Board composition and its structure, effectiveness, functioning and information availability. This questionnaire also covers specific criteria and the grounds on which all directors in their individual capacity will be evaluated. The performance evaluation of the Independent Directors was done by the entire Board excluding the director being evaluated.

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, confirm that:

a. In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made 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 or loss of the Company for that year;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis.

e. The Directors had laid down the 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.

STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of section 139 of the Act, M/s. Priyush Kothari & Associates, Chartered Accountants (FRN: 140711W), were appointed as the Statutory Auditors of the Company who shall hold the office as statutory auditor from the conclusion of the Annual General Meeting held on 30th September 2024 till the conclusion of issuing 17th Annual General Meeting of the Company to be held in 2029 on such remuneration as may be decided by the Board.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

The Financial Statements and the Auditors Report for the financial year ended on 31st March, 2026 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self-explanatory. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

INDEPENDENT AUDITORS REPORT

The Statutory Auditors Report for the Financial Year 2025-26 is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to Section 204 of the Companies Act, 2013, NACDAC Infrastructure Limited re-appointed Ms. Divya Rani, Practicing Company Secretaries, as the Secretarial Auditors to conduct the audit for the financial year 2025-26. This appointment was made in compliance with the applicable regulatory provisions and was duly approved by the Board. Ms. Divya Rani, have conducted the Secretarial Audit for the financial year 2025-26 and their report is attached as Annexure I to this Annual Report.

The Secretarial Audit Report confirms that the Company has complied with the relevant provisions of the Companies Act, 2013, and other applicable laws, regulations, and guidelines.

The report does not contain any qualification, reservation, or adverse remark.

INTERNAL AUDITORS AND REPORT

The process for appointing the internal auditor was initiated and pursuant to the provisions of Section 138 of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. L M Agarwal and Co., (FRN: 000113C) as Internal Auditor for the financial year 2025-26.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the year ending on March 31, 2026 is available on the Companys website and can be accessed at 

UTILIZATION OF PROCEEDS

During the year, the proceeds from our Initial Public Offering (IPO) were primarily utilized to fulfill working capital, acquisitions of Business, and business expansion, aligning with the objectives outlined in the prospectus.

The utilization of funds has been managed prudently, reflecting our commitment to transparency and maximizing shareholder value. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus. Report on the utilization of proceeds is attached in Annexure II and form part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on Management Discussion and Analysis, as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year under review is presented in Annexure VII, forming part of this Report.

RISK MANAGEMENT

Your Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Board time to time identifies the risks impacting the business and formulates strategies/policies aimed at risk mitigation as part of risk management.

Further, a core team comprising of senior management identify and assess key risks, risk appetite, tolerance levels and formulate strategies for the mitigation of risks identified in consultation with process owners.

The Company has adopted a Risk Management policy, which has been placed in the website of the Company  . Whereby, risks are broadly categorized into Strategic, Operational, Compliance and Financial & Reporting Risks. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to the business performance. There are no risks which, in the opinion of the Board, threaten the very existence of your Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the FY 2025-26.

DISCLOSURE ON RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the FY 2025-26 were on arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict of interest with the company.

All related parties transaction are in compliance with the Accounting Standards issued by ICAI and further details are mentioned in the notes of the Financial Statements.

All Related party transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link 

Since, all the related party transactions that were entered into during the financial year 2025-26 were on an arms length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, details are required to be provided in the Form AOC 2 prescribed under clause (h) of sub section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) are attached as Annexure-III.

The details of the transaction with related parties are provided in the notes to accompanying financial statements.

CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year.

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 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 01, 2017.

As your Company is also 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 01, 2017.

CONSERVATION OF ENERGY, TECHNOLOGY, AEROSHIP, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings & outgo as stipulated under Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014 is as follows:

a. Conservation of Energy

i. the steps are taken or impact on the conservation of energy: Regular efforts are made to conserve energy through various means such as the use of low energy consuming lighting, etc. ii. the steps taken by the Company for using alternate sources of energy: Since your Company is not an energy-intensive unit, utilization of alternate sources of energy may not be feasible. iii. Capital investment on energy conservation: null

b. Technology Absorption

Your Company is not engaged in manufacturing activities, therefore there is no specific information to be furnished in this regard. There was no expenditure incurred on Research and Development during the period under review.

c. Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo are given below:

Total Foreign Exchange earned: Nil
Total Foreign Exchange used: Nil

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, there were no such significant and material orders passed by the regulators or courts or tribunals which could impact the going concern status and companys operations in the future. However, the Company has received demand notice. For detailed information on these matters, please refer to the Contingent Liabilities sections of Notes to Accounts.

RISK MANAGEMENT POLICY

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the period under review, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were applicable to the Company. However, the Company was unable to utilize/spend the CSR amount during the year due to non-availability of a suitable project

Since the unspent amount does not pertain to an ongoing project, the same has not been transferred to the Unspent CSR Account in terms of Section 135(6) of the Companies Act, 2013. The Company shall, however, transfer the said unspent CSR amount of Rs.6.89 lakh to a fund specified in Schedule VII of the Companies Act, 2013, in terms of the second provision to Section 135(5)

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