To,
The Members,
Venlon Enterprises Limited
Your directors present the 42nd Annual Report of your Company on the business and operations of the Company and the accounts of the financial year ended 2025-2026.
| 1. Financial Summary: Particulars | Year ended 31st March 2026 | Year ended 31st March 2025 |
| 1. Income | ||
| I. Revenue from Operations | ||
| a. Sale of Products | 794.25 | 1,151.73 |
| b. Other Income | 34.75 | 44.02 |
| Total Income | 829.01 | 1,195.75 |
| 2. Expenses | ||
| c. Purchases of Stock-in-trade | 394.52 | 994.36 |
| d. Changes in inventories of finished goods, work-in-progress and stock-in-trade | 76.91 | -186.58 |
| e. Employee benefit expenses | 46.50 | - |
| f. Finance Costs | - | - |
| g. Depreciation / Amortization and depletion Expense | 232.57 | 232.57 |
| h. Other Expenses | 416.41 | 1,473.37 |
| Total Expenses | 1166.92 | 2,513.73 |
| Exceptional Item | - | - |
| Loss Before Tax | (337.91) | (1,317.98) |
| Deferred tax | - | - |
2. Reserves and Dividend:
During the year, no amount has been transferred to reserves since the Company has incurred losses. The Directors have not recommended any dividend for the year, due to loss in the year.
There is no Unpaid or unclaimed amount of divided to be transferred to Investor Education and Protection Fund.
The Company now proposes to close the business and wishes not to continue as a going Concern.
The paid-up Equity Share Capital as on March 31, 2026 stood at Rs. 2,612.12 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options nor sweat equity.
Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year.
The Company continues to be listed on BSE Limited, Mumbai. There are no arrears on account of payment of listing fees to the Stock Exchanges.
As on 31st March, 2026, the Board consisted of five directors of whom three are independent directors and two are Executive Directors of whom one is Chairman.
During the year,
? Mr. H K NAGENDRA (DIN: 10438665) resigned from the Board upon the expiration of his IDDB registration. The Resignation is effective from 27.12.2025.
? Mr. SREEDHAR NAGARAJU (DIN: 10063845) resigned from the Board upon the expiration of his IDDB registration. The Resignation is effective from 03.04.2025.
? Ms. MADHURA HALODODERI GOVINDARAO (DIN: 11108506), was appointed an Independent Director by the Board with effect from 30.05.2025.
? Mr. DEVARAJJA MURTHY NAGARLE KEMPADEVANNA (DIN: 07060226), was appointed an Independent Director by the Board with effect from 30.12.2025.
In terms of provisions of the Companies Act, 2013, MR. CHAND D. DATWANI, Director of the company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence and that there has been no change in the circumstances which may affect their status as independent directors during the year as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, the names of the Independent Directors of the Company have been included in the Data bank maintained by the Indian Institute of Corporate Affairs of Independent Directors as per the provisions of the Companies Act, 2013 and the rules made thereunder.
10. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointment during the year.
It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience (including the proficiency).
During the financial year, 5 Board meetings were held on 30.05.2025, 14.08.2025, 14.11.2025, 30.12.2025, and 14.02.2026. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.
Following is the attendance of each of the Directors at the Board Meetings held during the period under review:
| Sl. No. | Date of Meeting | Total No of Directors as on date of meeting | No. of Directors attended | % of Attendance |
| 1. | 30.05.2025 | 4 | 4 | 100 |
| 2. | 14.08.2025 | 5 | 5 | 100 |
| 3. | 14.11.2025 | 5 | 5 | 100 |
| 4. | 30.12.2025 | 4 | 4 | 100 |
| 5. | 14.02.2026 | 5 | 5 | 100 |
Your Company has the following committees which have been established as a part of the Corporate Governance practices and are in compliance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.
Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee
1. Board Evaluation:
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
During the year 2025-26, Independent Directors met, discussed and reviewed the below:
? Performance of Non-Independent Directors
? Performance of the Chairman
? Performance of the Board Committees
? Discussed on the quality, quantity and timeliness of flow of information between the Company management and the Board Members
? Overall performance of the Company
The Nomination and Remuneration Committee is responsible for the formulation of criteria for evaluation.
Your Company has in place a structured induction and familiarization program for all its directors including Independent Directors and new appointee(s) to the Board. Through such programs, the Directors are briefed on the background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events etc.
The Board members are provided with the necessary documents, brochures, reports, and internal policies to enable them to familiarize with the Companys procedure and practice.
Periodic presentations are made at the Board Meetings, Board Committee Meetings and Independent Directors Meetings on business and overall performance updates of the Company, business strategy and risk involved.
The details of programs for Familiarization for Independent Directors are posted on the website of the Company and can be accessed at below weblink: https://venlonenterprises.co.in/wp-content/uploads/2026/02/Familiarisation-Programme.pdf
15. Directors Responsibility Statement:
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, your Directors make the following statements:
a) In the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.
b) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the LOSS of the Company for the year ended on that date.
c) We have 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) We have not prepared the annual accounts on a going concern basis.
e) We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
There are adequate internal financial controls with respect to financial statements.
17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outflow:
The relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo is appended to this report under Annexure A as NA since in the Financial Year 2021-22 and 2022-23, the company discontinued all its operations including that of windmill.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this report under Annexure B, which is self-explanatory
19. Annual Return 2025-26
The copy of Annual Return for the financial year ending March 31, 2026 is available on the website https://venlonenterprises.co.in/wp-content/uploads/2026/06/Draft-Annual-Return.pdf
20. The Nomination and Remuneration Policy on Directors Appointment & Remuneration:
The Nomination and Remuneration Policy of the Company has been formulated in accordance with the Companies Act, 2013 and Listing Regulations. The Policy is designed to guide the Board in relation to appointment and removal of directors, Key Managerial Personnel and Senior Management and recommend to the Board on remuneration payable to them. The current policy is available on Companys website at https://venlonenterprises.co.in/wp-content/uploads/2025/08/Nomination-and-Remuneration-policy.pdf
The Managing Director, Whole time Director and CFO are promoters. For the position of other non-executive independent directors, experienced and reputed persons are selected from the Independent Directors Data Bank.
21. Particulars of Loans, Guarantees or Investment under Section 186 of the Companies Act, 2013
NIL
22. Particulars of contracts or arrangements with Related Parties (RPT)
The related party transactions that were entered into during the financial year were in the ordinary course of business and on an arms length basis.
All related party transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are foreseen and of repetitive nature. Approval of shareholders are also obtained in case of Material Related Party Transactions.
In accordance with the requirements of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on the website of the company
https://venlonenterprises.co.in/wp-content/uploads/2025/02/Familiarisation-Programmes.pdf The particulars on RPTs in Form AOC-2 is annexed to the Report as Annexure C.
M/s. Laxminiwas and Co., Chartered Accountants, Mysore (Firm reg.no.: 011168S) are the Statutory Auditor of the company
The Auditors Report does not contain any qualification, reservation or adverse remarks.
Further, no frauds have been reported by the Auditors in their reports.
Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the rules made there under and based on the recommendations of the Audit Committee, CS R C Venkatesh Rao, Practicing Company Secretary has been appointed to conduct Secretarial Audit of the Companys secretarial and other related records for a period of 5 years at the Annual General Meeting held in the year 2025.
The Secretarial Audit Report for the financial year ended March 31, 2026 in Form MR-3 is appended to this report under Annexure D.
It is not mandatory to have a Risk Management Committee. Also, since the operations are closed, there is no such system in place.
The Company does not fall under the threshold limit for mandatory CSR activities.
The Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Whistle Blower Policy of the Company can be accessed at below weblink:
https://venlonenterprises.co.in/wp-content/uploads/2025/02/Vigil-Mechanism.pdf
Since, there are no employees, the mechanism has not seen used.
27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
As the Company has no employees, this provision is not applicable.
| Sl.No | Particulars | Numbers |
| 1. | Number of complaints of sexual harassment received in the year | NIL |
| 2. | Number of complaints disposed off during the year | NIL |
| 3. | Number of cases pending for more than ninety days | NIL |
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
29. Material Changes and Commitments, if any, affecting the Financial Position of the Company
The Company has discontinued its business operations and does not intend to continue as a going concern. The Management has initiated a structured plan for the orderly disposal of the Companys remaining assets. Further, till the date of the signing of these financial statements, the management has further liquidated substantial portion of the inventory held as on March 31, 2026 and further intends to systematically realize the remaining inventory, investments, plant and machinery, and land, subject to approvals from Share Holders. This constitutes a material adverse change that has occurred after March 31, 2026, which may affect the financial position of the Company.
Your Company does not have any subsidiary, joint venture or associates company.
During the year, for a part of the year trading activity were being carried out. Now, the company has closed al
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
33. Maintenance of Cost records
The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
Corporate Governance is about maximizing the value and to ensure fairness to all its shareholders. Your Company ensures that performance is driven by integrity.
The Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have strengthened the governance regime in the country and your Company is in compliance with the governance requirements provided under the law both in letter and spirit.
Your Company has in place all the statutory committees required under the law. Details of the Board Committees along with their terms of reference, composition and meeting of the Board and its Committees held during the year are provided in the Corporate Governance Report which is presented in a separate section forming part of the Annual Report.
A Certificate from CS R C Venkatesh Rao., Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3) Schedule V (E) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this report under Annexure E.
Pursuant to Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is presented in a separate section forming a part of Annual Report.
Not applicable
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.
Male Employees: 0 Female Employees: 0 Transgender Employees: 0
As there are no employees, this provision is not applicable to the Company.
Your company has not made any application, nor any proceeding is pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
As the Company has not made any one-time settlement with any banks or financial institution during the year under review, Rule (8) sub-rule (4) clause (xii) of Companies (Accounts) Rules, 2014 is not applicable.
Your Directors wish to place on record the valued support and cooperation of Shareholders.
For and on behalf of the Board of Directors,
Place : Mysuru Date :14.08.2026
Sd/- (C.D. Datwani) Chairman
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