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Nexxus Petro Industries Ltd Directors Report

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Oct 7, 2026|04:01:00 PM

Nexxus Petro Industries Ltd Share Price directors Report

To The Members of, Nexxus Petro Industries Limited

Your directors have pleasure in submitting their 05th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2026.

1. FINANCIAL RESULTS

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).

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

(Rs. In Lakhs)

Particulars Amount 2025-26 Amount 2024-25
Revenue from Operations 26,187.38 30,493.34
Other Income 102.22 26.78
Cost of materials consumed 22,874.48 27,780.21
Employee Benefit Expenses 248.10 146.26
Finance Costs 210.63 259.88
Depreciation & amortization Expense 228.76 82.21
Other Expenses 1,857.96 1,442.16
Profit Before Tax 869.67 809.40
Exploitation Item/ Prior Period Items 12.19 -
Less: Current Tax 240.43 208.99
Less: Deferred Tax (14.49) (4.17)
Income Tax (Excess/ Short) 16.53 (4.20)
Profit After Tax 639.39 608.78

Earning per Equity Share

Particulars EPS 2025-26 EPS 2024-25
Basic 9.20 10.14
Diluted 9.20 10.14

2. PERFORMANCE AT A GLANCE

During the financial year under review, the Company continued to focus on its core business operations relating to petroleum and bituminous products. The financial year was marked by challenging market conditions and geopolitical uncertainties, particularly affecting the availability and movement of imported Bitumen.

The Companys Revenue from Operations stood at ?26,187.38 lakhs during FY 2025-26 as compared to ?30,493.34 lakhs during FY 2024-25, representing a decrease of approximately 14.12%.

The decline in revenue was, to a significant extent, impacted by the war situation and prevailing geopolitical tensions, which

(Listing Obligations & Disclosure Requirements) Regulation 2015 is provided in a separate section and forms an integral part of this Report and is annexed as Annexure A.

11. CORPORATE GOVERNANCE

Maintaining of high standards of Corporate Governance has been fundamental to the business of your Company since its inception.

However, the report on Corporate Governance as required under Regulation 34 (3) read with Schedule V of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 is not provided pursuant to Regulation 15 (2) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 as the company is listed on BSE limited (SME Platform).

12. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the previous financial year with the related parties were in the ordinary course of business and on arms length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company. All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly, the required disclosures are made to the Committee on a quarterly basis in terms of the approval of the Committee. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is annexed as Annexure B. The Related Party Transactions took placed during the financial year 2025-26 have placed in Notes of Financial Statements of the Company.

13. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C to this report

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard at cs@nexusgroup.co.in

14. WEBLINK / EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3) (a) of the Act, a copy of the Annual Return of the Company for the financial year under review prepared under Section 92(1) of the Act read with Rule 11 of Companies (Management and Administration) Rules, 2014 in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the weblink: 

15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Resignation of Directors/KMP

During the financial year 2025-26, there was no change in the composition of the Board of Directors of the Company. No Director resigned from or was appointed to the Board during the year under review.

However, there was a change in the Chief Financial Officer (CFO) of the Company. Mr. Gaurav Mehta resigned from the position of Chief Financial Officer with effect from 31st March, 2026.

Subsequently, Mr. Anil Bhatt was appointed as the Chief Financial Officer of the Company with effect from 10th April, 2026.

Since the appointment of Mr. Anil Bhatt took place after the close of the financial year, i.e. on 10th April, 2026, the same is reported as a post-financial-year event in the Directors Report.

Other than the above, there was no appointment or resignation of any Director or Key Managerial Personnel during the financial year under review.

MD and CFO Certification

The requisite certification from the Managing Director and Chief Financial Officer required to be given under Regulation 17(8) read with Part B of Schedule II of SEBI (LODR) Regulations, 2015. The aforesaid certificate, duly signed by the Managing Director and Chief Financial Officer in respect of the financial year ended 31st March 2026, has been placed before the Board. (Annexure D)

Retirement by Rotations

In accordance with the provisions of section 152 (6) of the Act and in terms of the Articles of Association of the Company, Mr. Rahul Mohanlal Senghani (DIN: 07563530), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The board recommends their re-appointment.

Profile of Directors Seeking Appointment / Re-appointment

As required under Regulation 36 (3) of the SEBI (LODR) Regulations, 2015, particulars of Directors seeking appointment / re-appointment at the ensuing Annual General Meeting are annexed to Annexure I of the notice convening 05th Annual General Meeting.

Training of Independent Directors

To familiarise the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel makes presentations to the inductees about the Companys strategy, operations, product and service offerings, organisation structure, finance, human resources, technology, quality and facilities. Further, the Company has devised a Familiarisation Program for Independent Directors as per Regulation 46 (2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the same has been placed on the website of the Company at: 

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel of the Company as on 31st March, 2026:

Name of the Key Managerial Personnel Designation
Mr. Haresh Mohanlal Senghani Managing Director
Mr. Rahul Mohanlal Senghani Whole Time Director
Mr. Gaurav Mehta Chief Financial Officer (Resigned w.e.f. 31st March 2026)
Mr. Anil Bhatt Chief Financial Officer (Appointed w.e.f. 10th April, 2026)
Ms. Zehra Ghadiali Company Secretary

Evaluation of Performance of the Board, its Committees and Individual Directors

During the year, the evaluation of the annual performance of individual directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act and relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the indicative criteria for the evaluation based on the SEBI Guidance Note on Board Evaluation.

The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors was carried out by the independent Directors.

10 10/2025-26 28-07-2025
11 11/2025-26 30-08-2025
12 12/2025-26 09-09-2025
13 13/2025-26 17-10-2025
14 14/2025-26 12-11-2025
15 15/2025-26 18-11-2025
16 16/2025-26 31-12-2025
17 17/2026-26 02-02-2026
18 18/2026-26 30-03-2026

Independent Directors Meeting

The Independent Directors met on March, 30th 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board of Director Meetings

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly, half yearly and annual financial results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses.

The Board business generally includes consideration of important corporate actions and events including:

quarterly and annual result announcements

oversight of the performance of the business;

development and approval of overall business strategy;

Board succession planning;

review of the functioning of the Committees and other strategic, transactional and governance matters as required under the Companies Act, 2013, Listing Regulations and other applicable legislations

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Registered Office of the company. The Agenda of the Board Meetings is set by the Company Secretary in consultation with the Chairman and the Managing Director and Whole time Director of the Company. The agenda is circulated a week prior to the date of the meeting. The Board Agenda includes an Action Taken Report comprising the actions emanating from the Board Meetings and status update thereof. The Agenda for the Board Meetings forms its set out as per the guidelines in Listing Regulations to the extent it is relevant and applicable. The Agenda for the Board Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

Prior approval from the Board is obtained for circulating the agenda items with shorter notice for matters that form part of the Board Agenda and are considered to be in the nature of Unpublished Price Sensitive Information.

The minutes of proceeding of each Board meetings are maintained in terms of statutory provisions.

During the year under review, the Board of Directors of the Company met Fifteen times.

The Dates of meetings are as follows:

Sr No. Board Meeting No. Date of Meeting
1 01/2025-26 10-04-2025
2 02/2025-26 25-04-2025
3 03/2025-26 21-05-2025
4 04/2025-26 29-05-2025
5 05/2025-26 16-06-2025
6 06/2025-26 26-06-2025
7 07/2025-26 30-06-2025
8 08/2025-26 17-07-2025
9 09/2025-26 17-07-2025

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

COMMITTEES OF BOARD OF DIRECTORS

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting.

The Board of Directors of the Company have constituted the following Committees:

a. Audit Committee b. Stakeholders Relationship Committee c. Nomination and Remuneration Committee

A. AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with the provisions of Section 177 of the companies Act, 2013 read with the Rules issued there under and Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

All the Members of the Audit Committee are well Qualified, experienced and possess sound knowledge of finance, accounting practices and internal controls. The Company Secretary of the Company acts as the Company Secretary of the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

The Composition of Audit Committee*

Name of the Director Status in Committee Nature of Directorship
Hussain Bootwala Chairman Non-Executive & Independent Director
Parshwa Shah Member Non-Executive & Independent Director
Dhruvi Rameshbhai Patel Member Non-Executive & Independent Director

MEETING AND ATTENDENCE

During the Financial Year ended 31st March, 2026, the Audit Committee met four times on 29th May, 2025, 30th August, 2025, 12th November, 2025, 01th February, 2026; and the requisite Quorum was present.

B. NOMINATION & REMUNERATION COMMITTEE

The composition of the Nomination & Remuneration Committee is in alignment with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulation 19 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

7. DECLARATION BY INDEPENDENT DIRECTORS

Name of the Director Status in Committee Nature of Directorship
Dhruvi Rameshbhai Patel Chairman Non-Executive & Independent Director
Hussain Bootwala Member Non-Executive & Independent Director
Parshwa Shah Member Non-Executive & Independent Director

MEETING AND ATTENDENCE

During the Financial Year ended 31st March, 2026 the Nomination & Remuneration Committee met twice on 29th May, 2025 and 12th November, 2025 and the requisite Quorum was present.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND SHARE TRANSFER COMMITTEE

The compliance with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee and share transfer committee.

The Committee is entrusted with the responsibility of addressing the stakeholders / investors complaints with respect to share transfers, non-receipt of annual reports, dividend payments, issue of duplicate shares, etc and other shareholders related queries, complaints, as well as relating to transfer of shares, Review and approval of all requests pertaining to sub-division, consolidation, transfer, transmission of shares and issue of duplicate share certificates, etc.

Name of the Director Status in Committee Nature of Directorship
Parshwa Shah Chairman Non-Executive & Independent Director
Rahul Mohanlal Senghani Member Whole Time Director
Dhruvi Rameshbhai Patel Member Non-Executive & Independent Director

There was one meeting of Stakeholders Relationship Committee held during the year as under on 02nd February, 2026

D. Corporate Social Responsibility Committee

The purpose of our Corporate Social Responsibility Committee is to formulate and recommend to the Board, a Corporate Social Responsibility Policy, which shall indicate the initiatives to be undertaken by the Company, recommend the amount of expenditure the Company should incur on Corporate Social Responsibility (CSR) activities and to monitor from time to time the CSR activities and Policy of the Company. The CSR Committee provides guidance in formulation of CSR strategy and its implementation and also reviews practices and principles to foster sustainable growth of the Company by creating values consistent with long-term preservation and enhancement of financial, manufacturing, natural, social, intellectual and human capital. The CSR policy is available on our website 

2 (Two) meetings of the CSR Committee were held during the financial year ended March 31, 2026. These meetings were held on 12th November, 2025 and 30th March, 2026.

The requisite quorum was present for all the meetings.

The Composition of Corporate Social Responsibility Committee:

Name of the Director Status in Committee Nature of Directorship
Haresh Mohanlal Senghani Chairman Executive Director
Rahul Mohanlal Senghani Member Whole Time Director
Dhruvi Rameshbhai Patel Member Non-Executive & Independent Director

16. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members.

The Remuneration and Nomination Policy is available on our website at 

All the independent Directors of your company have given their declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015.

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 of 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. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

18. AUDITORS

STATUTORY AUDITOR AND THEIR REPORT

The Board has duly reviewed the Statutory Auditors Report for the year ended on 31st March, 2025 and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Companies Act, 2013.

AUDITORS REPORT:

The Auditors Report for the Financial Year ended 31st March, 2026 does not contain any qualifications, reservations or adverse remarks.

As regards the comments made in the Auditors Report, the Board is of the opinion that they are self-explanatory and does not require further clarification.

M/s Keyur Shah & Associates, Chartered Accountants, (FRN No: 333288W), were appointed as Statutory Auditors of the Company for the period of five years. M/s Keyur Shah & Associates, Chartered Accountants, (FRN No: 333288W) are to be appointed from conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held for the financial year 2028-29.

INTERNAL AUDITOR AND THEIR REPORT

The provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 was not applicable to the company during the year under review.

For Financial Year 2026-27 the Board has appointed Ms Zarana & Associates (FRN: 143289W), in its meeting held on 04th September, 2026 as the Internal Auditors of the company and the Internal Audit of the functions and activities of the Company will be undertaken by the them.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of CS Nihar Sheth, (ACS 44829 COP 16920), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditor of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.

The Report of the Secretarial Auditor for the financial year ended 31st March, 2026 is annexed herewith as Annexure - E. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

COST AUDITOR

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Devang Patel and Associates, a firm of Cost Accountants in Practice (Registration No. 101976) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY 2026-27. M/s Devang Patel and Associates have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM.

The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

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

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

20. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, forms an integral part of this report and is annexed as Annexure - F

21. CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, the provisions relating to Corporate Social Responsibility (CSR) as prescribed under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were applicable to the Company.

The Company has accordingly complied with the applicable provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder. The Company has undertaken CSR activities during the financial year 2025-26 in accordance with its CSR Policy and the activities/projects approved by the Board of Directors.

The Company has made the requisite CSR expenditure during the financial year 2025-26 towards eligible CSR activities falling within the activities specified under Schedule VII of the Companies Act, 2013.

The details relating to the composition of the CSR Committee, CSR Policy, amount required to be spent, amount actually spent, details of CSR projects/activities undertaken, amount spent thereon and other particulars as required under the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in Annexure G forming part of this Boards Report.

The Companys CSR initiatives are aimed at contributing towards the social and economic development of the communities and areas in which the Company operates, while supporting activities covered under Schedule VII of the Companies Act, 2013.

The CSR Policy of the Company is available on the website of the Company and can be accessed at  .

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has No subsidiary, Joint Venture or Associate Companies as on March 31, 2026. Hence Form AOC-1 is not required.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR), 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website at 

24. PREVENTION OF INSIDER TRADING:

Your company has adopted the Code of Conduct on Prohibition of insider trading and Code of Conduct for Directors and Senior Management Personnel for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

The Policy on Code of Conduct is available at the website of the company at 

25. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The company has in place the Policy on Prevention of Sexual Harassment at the workplace in line the requirements of the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company had constituted Internal Complaints committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

The Policy on Prevention of Sexual Harassment is available at the website of the company at 

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report as per Regulation 34(2) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization.

27. HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.

28. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: -

in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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;

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;

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

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.

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.

29. STOCK EXCHANGE

During the financial year under review, the equity shares of the Company continued to be listed and traded on BSE Limited - SME Platform.

The Companys equity shares were listed on the BSE Limited SME Segment Platform on 04th October, 2024 pursuant to the Initial Public Offer made by the Company in the previous financial year.

There was no change in the listing status of the Companys equity shares during the financial year 2025-26.

The Company continued to comply with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, rules and regulations governing its listed securities.

30. RISK MANAGEMENT

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximising returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

The policy on Risk Management of the Company is available at the website of the company at 

31. AFFIRMATION AND DISCLOSURE:

All the Members of the Board and the Senior Management Personnel have affirmed their compliance with the Code of Conduct as on 31st March, 2026 and a declaration to that effect, signed by the Managing Director, forms an integral part of this report and is annexed as Annexure H

32. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year ended 31st March, 2026 and the date of this Report, except as stated below.

Subsequent to the close of the financial year, the Company has expanded its product portfolio by establishing a 30 Tons Per Day (TPD) Used Tyre Pyrolysis Oil Manufacturing Facility at its wholly owned operational facility situated at Pali, Rajasthan.

The facility has been established as part of the Companys strategic initiative towards downstream integration and diversification of its product portfolio. The Company has commissioned the facility, with commercial production expected to commence from 30th August, 2026.

The facility is intended to manufacture Used Tyre Pyrolysis Oil (TPO), Oil and Carbon, which are value-added industrial products, with the Pyrolysis Oil having applications as an industrial heating fuel, including use in hot-mix plants for heating Bitumen during road construction.

The Company expects the new facility, once fully operational, to have the potential to generate additional annual revenue of approximately 50-60 crore, subject to market conditions, capacity utilisation and other operational factors. The expansion is expected to strengthen the Companys product portfolio, improve its level of downstream integration and provide an additional avenue for revenue generation.

Except for the above-mentioned development, there have been no other material changes or commitments affecting the financial position of the Company between 31st March, 2026 and the date of this Report.

33. SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by any Regulators or courts or Tribunals during the year ended 31st March, 2026 impacting the going concern status and companys operations in future.

34. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

The Statutory Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

35. LISTING FEES:

The Companys Equity Shares are listed with Bombay Stock Exchange SME Platform. The Company has paid Listing Fees for the financial year 2026-27 to BSE within the prescribed time period.

36. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, your Company has maintained a functional website namely   containing the information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

37. CYBER SECURITY

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data

38. INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

39. OTHER DISCLOSURES

a) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

b) There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

c) There was no instance of onetime settlement with any Bank or Financial Institution.

40. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events of this nature during the year under review:

Details relating to deposits covered under Chapter V of the Companies Act, 2013.

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.

No significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)c of the Companies Act, 2013).

There has been no change in the nature of business of your Company.

An application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any Bank or Financial Institution.

Revision of financial statements and Directors Report of your Company.

41. ACKNOWLEDGEMENTS

Your directors wish to thank all stakeholders, employees, Companys bankers, various government authorities, members and business associates for their continued support and valuable co-operation. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For Nexxus Petro Industries Limited
Date: 04th September, 2026
Place: Ahmedabad
Haresh Mohanlal Senghani
(Chairman & Managing Director)
DIN: 08163360

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