To, The Members of
M/s. NET AVENUE TECHNOLOGIES LIMITED
Your directors have pleasure in presenting the 25th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2026.
1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY
| PARTICULARS | 31.03.2026 | 31.03.2025 |
| Total Income | 222,624 | 277,420 |
| Less: Expenditure | 236,003 | 311,916 |
| Profit before Tax and Exceptional items | (13,379) | (34,496) |
| Less: Exceptional items | 1,799 | -- |
| Less: Current Tax | -- | -- |
| Less: Deferred Tax | -- | -- |
| Profit after Tax | (15,178) | (34,496) |
| PARTICULARS | 31.03.2026 | 31.03.2025 |
| Total Income | 266,038 | 277,420 |
| Less: Expenditure | 284,626 | 319,059 |
| Profit /Loss before Exceptional Items Tax | (18,588) | (41,639) |
| Less: Exceptional Items | 1,799 | -- |
| Profit/Loss before Tax | (20,387) | (41,639) |
| Less: Current Tax | -- | -- |
| Less: Deferred Tax | -- | -- |
| Share of loss from associate | 140 | (2) |
| Profit after tax and share of loss from associate | (20,247) | (41,641) |
| Revenue in INR Lakhs | FY 2026 | FY 2025 | % Increase |
| Export | 1,96,113 | 2,27,953 | -14% |
| Domestic | 10,955 | 43,196 | -75% |
| Other Income | 15,556 | 6,271 | 248% |
| Total | 2,22,624 | 2,77,420 | -20% |
The Company is engaged in the sale of Indian ethnic wear, catering primarily to the South Asian diaspora through its e-commerce platforms, cbazaar.com and ethnovog.com . The Company serves customers in over 30 countries, with the United States, the United Kingdom, Australia and Canada constituting its key international markets. All international orders are accepted on a prepaid basis, while Cash on Delivery (COD) is offered only for orders within India. The Companys registered office is located in Chennai, Tamil Nadu, while its corporate office and fulfilment centre are situated in Surat, Gujarat.
The Directors do not recommend any dividend for the year.
The following transfers were made to the General Reserves during the year under review:
(In 000s)
| Particulars | 31.03.2026 |
| General Reserve balance at the beginning of the year | 23,141 |
| Add: Amount transferred to General Reserve on account of forfeiture | 212 |
| Add: Amount transferred to General Reserve on expiry of options granted | 234 |
| Balance at the end of the year | 23,587 |
There is no change in authorized share capital during the year.
As on 31.03.2026 the authorized share capital is Rs.23,000,000/- divided into 23,000,000 equity shares of Rs.1/- each.
The Company has not issued any shares during the year.
As on 31.03.2026, the issued, subscribed and paid-up capital is Rs.21,454,078/- divided into 21,454,078 equity shares of Rs.1/- each.
The information relating to the options granted to the employees is more fully detailed in the Annexure A attached.
The particulars of funds raised through IPO and details of utilization of funds as at 31st March, 2026 are as follows;
(Value in Lakhs)
| Original Object | Original allocation | Funds Utilised | Amount of Deviation | Remarks |
| Issue Related Expenses | 124.36 | 124.36 | -- | |
| General Corporate Expenses | 82.28 | 41.14 | -- | |
| Working Capital | 120.00 | 120.00 | -- | |
| Customer Acquisition - Marketing & Awareness | 698.64 | 185.68 | - | In view of weakness in demand, the Company has reduced the marketing spend. |
The Company has not accepted nor renewed any deposits during the year under the review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules 2014 relating to deposits covered under chapter V is not required to be given.
The company is engaged in sale of Indian designer clothes and accessories. There is no change in the nature of business during the year as compared to previous year.
Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report are given in Annexure B.
Your Company does not fall under the ambit of provisions of Section 135 of the Companies Act, 2013. Accordingly, the provisions of Corporate Social Responsibility are not applicable.
No material changes and commitments affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and till the date of this report.
The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177 of the Companies Act, 2013. The Vigil Mechanism has been placed in the website of the Company at https://www.natl.in/corporate-policies.html
Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has constituted an Internal Complaints Committee for the redressal of complaints on sexual harassment. During the year, the Company had not received any complaint on sexual harassment, and no complaint was pending as on March 31, 2026. The Policy on
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2026, will be available on the Companys website and can be accessed at https://www.natl.in/home.html
The transactions entered with the related party were in the ordinary course of business and at arms length basis. The particulars of transactions entered are disclosed in the notes forming part of the financial statements and form AOC 2 is enclosed as Annexure C.
The Company has not advanced any loan, given guarantees and made investments during the year.
Not applicable.
Not Applicable.
Your Company is taking utmost care to conserve energy wherever possible. There was no technology absorption during the year. The details of foreign earnings and outgo are disclosed in the notes to the financial statements.
During the year under review, the Company has formed a subsidiary in US in the name of ETHNOVOG INTERNATIONAL INC. However, due to global reasons the subsidiary was closed and no remittances were made by the Company. The details of other subsidiary / associate in Form AOC-1 are attached as Annexure D.
8 Board Meetings were held during the year and the gap between two meetings was not more than 120 days. The date of the meetings and the attendance of directors are mentioned below.
| SN DATE OF MEETING | Mr. RAJESH NAHAR | Mr. RITESH KATARIYA | Mr. NARESH KUMAR | Mr. MURALI RAJAGOPALACHARI | Ms. RIYA JAIN |
| 1 29.05.2025 | Present | Present | Present | Present | Present |
| 2 10.07.2025 | Present | Absent | Present | Absent | Present |
| 3 11.07.2025 | Present | Present | Present | Present | Absent |
| 4 02.09.2025 | Present | Present | Present | Present | Absent |
| 5 16.09.2025 | Present | Present | Present | Present | Absent |
| 6 13.11.2025 | Present | Present | Present | Present | Absent |
| 7 23.01.2026 | Present | Present | Absent | Absent | Present |
| 8 30.03.2026 | Present | Present | Present | Present | Absent |
| SN DIN | NAME OF THE DIRECTOR | DESIGNATION | Category |
| 1 01015059 | Mr. Rajesh Nahar | Managing Director | Promoter - Executive |
| 2 01019455 | Mr. Ritesh Katariya | Whole time Director | Promoter - Executive |
| 3 07026135 | Mr. Naresh Kumar | Director | Non-Independent |
| 4 00759040 | Mr. Murali Rajagopalachari | Director | Independent |
| 5 10309330 | Ms. Riya Jain | Director | Independent |
| S No PAN | NAME OF THE DIRECTOR | DESIGNATION |
| 1 AVEPP7521N | Mr. Prakash | CFO |
| 2 BQHPD2523B | Ms. Bhumisha Darshan Dadwani | Company Secretary |
| SN DIN / PAN | NAME OF THE DIRECTOR / KMP | PARTICULARS | DATE OF APPOINTMENT / CESSATION / CHANGE IN DESIGNATION |
| NIL |
The Independent directors have given declaration under Section 149 of the Companies Act, 2013, that they meet the criteria of independence. In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors at their meeting, inter alia, reviewed the following.
? Performance of Non-Independent Directors and Board as a whole.
? Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Director.
? Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors.
The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.
The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted Audit Committee comprising of three members and the committee met seven times during the year on 29.05.2025, 10.07.2025, 02.09.2025, 16.09.2025, 13.11.2025, 29.12.2025 and 30.03.2026. The composition of the Audit Committee and details of meeting held are provided hereunder:
| S No Name of Directors | Designation | Category | No. of Meetings Entitled to attend | No. of Meetings Attended |
| 1 Mr. Rajagopalachari Murali | Chairman | NEID | 7 | 7 |
| 2 Ms. Riya Jain | Member | NEID | 7 | 1 |
| 3 Mr. Ritesh Katariya | Member | ED | 7 | 7 |
NEID - Non Executive Independent Director ED - Executive Director
In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted a Nomination & Remuneration Committee comprising of three members. The committee met three during the year on 10.07.2025, 02.09.2025 and 16.03.2026. The composition of the Nomination & Remuneration Committee and details of meeting held are provided hereunder:
| SN Name of Directors | Designation | Category | No. of Meetings Entitled to attend | No. of Meetings Attended |
| 1 Mr. Rajagopalachari Murali | Chairman | NEID | 3 | 2 |
| 2 Ms. Riya Jain | Member | NEID | 3 | 1 |
| 3 Mr. Naresh Kumar | Member | NEID | 3 | 3 |
NEID - Non Executive Independent Director NEID - Non Executive Director
In terms of section 178 of the Companies Act, 2013 read with Rules thereof and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirement), 2015, the Company has constituted Stakeholders Relationship Committee consisting comprises of three members. The committee met once on 23.01.2026. The composition of the Stakeholders Relationship Committee and attendance is provided hereunder:
| 1 Mr. Rajagopalachari Murali | Chairman | NEID | 1 | 0 |
| 2 Mr. Rajesh Nahar | Member | ED | 1 | 1 |
| 3 Mr. Ritesh Katariya | Member | ED | 1 | 1 |
NEID - Non Executive Independent Director ED - Executive Director
The Company has adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company at https://www.natl.in/home.html
None of the Independent/Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai, were re-appointed as Statutory Auditors of the Company for a term of four years in the AGM held on 28.09.2024. The Company has received confirmation that their appointment is within the limits specified and is eligible to continue as Auditors of the Company.
The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, appointed M/s. A.K. Jain and Associates, Company Secretary in Practice, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2025-26. Secretarial Audit Report, issued by the Secretarial Auditor in Form No. MR-3 forms part of this Report and is annexed herewith as Annexure E.
In terms of Section 138 of the Companies Act, 2013, the Company had appointed M/s. Ronak G Jain & Co, Chartered Accountants, as Internal Auditor of the Company.
Observation: Delay in remittances of certain overdue balances to its wholly owned subsidiary in the US by the Company
Reply: The overdue payments have been paid and there are no more overdue pending payable.
Observation:
| Name of the Statute | Nature of the Dues | Amount demanded (Rs. In Thousands) | Amount paid (Rs. In Thousands) | Period to which amount relates | Forum where dispute is pending |
| The Income Tax Act, 1961 | Income Tax | 49.98 | Nil | AY 2021-22 | CPC |
| The Income Tax Act, 1961 | Income Tax | 3,320.27 | Nil | AY 2022-23 | Commissioner of IT (Appeals) |
| The Income Tax Act, 1961 | Income Tax | 1,036.18 | Nil | AY 2021-22 | CPC |
| The Income Tax Act, 1961 | Income Tax | 891.87 | Nil | AY 2021-22 | Assessing Officer of IT |
| Central Goods and Service Tax Act, 2017 | GST | 2,910.44 | Nil | AY 2018-21 | GST Department |
Reply: The Company has received order in its favor for the AY 2022-23 and the demand has been dropped. The Company has received rectification order for AY 2021-22 and the demand amount has been dropped. The other years are still in process.
The statutory auditors have not reported any incident of fraud under section 143(12) of the Companies Act, 2013.
The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.
The information required under Section 197 of the Companies Act, 2013 and the Rules made thereunder are annexed to this Report as Annexure F
The Company has a Proper Risk Management Policy towards Operations and Administrative affairs of the Company. The Directors review the Policy at regular intervals of time and ensure Proper Implementation of the Policy.
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not apply to your Company. Hence, the report on Corporate Governance is not provided.
To the best of their knowledge, belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) In the preparation of the annual accounts, the applicable accounting standards have followed and that no material departures have been made for the same. b) appropriate accounting policies have been selected and applied consistently, and have 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 31st March 2026 and of the loss of the Company for the year ended 31st March 2026,
c) proper and sufficient care have been taken for 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 annual accounts have been prepared on a going concern basis e) 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. f) the directors had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively.
The Company has complied with the provisions of the Maternity Benefit Act.
There are no amounts which need to be transferred to Investor Education and Protection Fund.
Your directors take this opportunity to acknowledge all stakeholders of the Company viz members, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company.
On behalf of the Board For NET AVENUE TECHNOLOGIES LIMITED
Sd/- Rajesh Nahar Chairman cum Managing Director DIN: 01015059
Place: Chennai Date: 10/08/2026
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