VXL Instruments Ltd Directors Report

To,

The Member

VXL Instruments Limited

The Chairman of the Monitoring Committee presents the 40th Annual Report of the Company, together with the audited standalone financial statements for the financial year ended March 31, 2026 (Financial Year under Review).

The Corporate Insolvency Resolution Process (CIRP) of the Company was commenced pursuant to the order dated November 26, 2024 passed by the Honble National Company Law Tribunal, Mumbai Bench-I (NCLT) under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC). Mr. Jayanti Lal Jain was appointed as the Interim Resolution Professional and was subsequently appointed as the Resolution Professional to manage the affairs of the Company. Accordingly, during the CIRP period, the powers of the Board of Directors stood suspended and the affairs of the Company were managed by the Resolution Professional in accordance with the provisions of the IBC.

Subsequently, the Honble NCLT, Mumbai Bench-I, vide order dated September 9, 2026, approved the Resolution Plan submitted by the consortium of NG Organics Private Limited and Mr. Nitinbhai Govindbhai Patel under Section 31(1) of the IBC. Pursuant to the approval of the Resolution Plan, a Monitoring Committeehas been constituted to oversee its implementation.

The present Annual Report for the Financial Year 2025-26 is being placed before the Members as part of the steps being undertaken to complete the pending statutory and regulatory requirements of the Company under the Companies Act, 2013. The Annual General Meeting and related statutory compliances could not be completed within the prescribed timelines during the CIRP period, due to non-availability of complete information, records and requisite support from the erstwhile management, coupled with the financial constraints and lack of funds faced by the Company during the CIRP. Following the approval of the Resolution Plan and constitution of the Monitoring Committee, necessary steps are now being undertaken by the chairman of the Monitoring Committee to complete the pending statutory requirements.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The financial highlights of the financial year ended March 31st, 2026, is summarized as under:

(Amount in Lakhs)

PARTICULARS	2025-26	2024-25
Revenue from Operations	7.55	66.37
Other Income	16.24	15.67
Total Income	23.79	82.04
Less: Operating Expenses	7.55	49.60
Less: Other Expenses other than depreciation and interest	41.45	74.79
Gross Profit/(Loss) before Depreciation and Interest	(25.21)	(42.35)
Less: Finance Costs	0.06	25.62
Less: Depreciation and Amortization Expense	1.28	29.84
Profit/(Loss)before Tax Before exceptional and extra-ordinary items	(26.55)	(97.82)
Exceptional and Extra-ordinary Item	(21.75)	(554.69)

Profit/(Loss) before Tax after exceptional and extra-ordinary items	(48.29)	(652.51)
Less: Tax Expense (Net)	-	-
Current Tax	-	-
Deferred Tax	-	-
Provisions		-
Profit/(Loss) After Tax	(48.29)	(652.51)

STATE OF COMPANYS AFFAIRS

During the Financial Year 2025-26, the Company reported total revenue of Rs. 23,79,000/- (Rupees Twenty- Three lakhs and Seventy-Nine Thousand Only) as against Rs. 82,04,000/- (Rupees Eighty-two lakhs and four Thousand Only) in the previous Financial Year and incurred a Loss after Tax of Rs. 48,29,000/- (Rupees Forty- Eight Lakh Twenty-Nine Thousand Only) as against a Loss after Tax of Rs. 6,52,51,000/- (Rupees Six Crore Fifty-Two Lakh Fifty-One Thousand Only) in the previous Financial Year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in nature of business of the Company during the year under review.

DIVIDEND

In the absence of divisible profits, the company has not recommended any dividend during the year under review. RESERVES

During the financial year under review, the Company has incurred a loss. Accordingly, no amount has been transferred to the reserves of the Company for the financial year ended 31 March 2026.

DEPOSITS

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2026.

CORPORATE GOVERNANCE

In terms of Regulation 15(2A) and (2B) of the SEBI Listing Regulations, the provisions of Regulations 17, 18, 19, 20 and 21 were not applicable to the Company during the insolvency resolution process period, the role and responsibilities of the Board of Directors and of the said Committees having been fulfilled by the Resolution Professional in accordance with Sections 17 and 23 of the Insolvency and Bankruptcy Code, 2016.

Accordingly, the Company was not required to prepare and annex a separate Corporate Governance Report for the Financial Year under review.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2026, is available on the Companys website and can be accessed at . In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the financial year under review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) pursuant to the order dated November 26, 2024 passed by the Honble National Company Law Tribunal, Mumbai Bench-I.

In line with the provisions of Section 17 of the Code, the powers of the Board of Directors of the Company stood suspended with effect from 26 th November 2024 and were exercised by the Resolution Professional. In terms of Sections 17(1)(b) and 19 of the Code, the officers and managers of the Company reported to the Resolution Professional and extended such assistance and co-operation as was required by him in managing the affairs of the Company.

Accordingly, the following Directors, were on the Board of the Company as at March 31, 2026 , although their powers stood suspended pursuant to the provisions of the Code:

Sr. No	Name of Director	DIN	Designation
1	Shruti Bhuwania	06630867	Director
2	Hema Thakur Kiran	06630867	Director
3	Rajshree Maruti Chougule	10647042	Independent Director
4	Amit Doshi	10649175	Independent Director
5	Sushil Kaluram Sakpal	10754218	Whole Time Director

During the CIRP period, the management and affairs of the Company were under the control of the Resolution Professional, and the powers of the Board of Directors remained suspended. Accordingly, no changes in the Board of Directors were effected by the suspended Board during the CIRP period.

Directors liable to retire by rotation

During the Financial Y ear under Review, the powers of the Board of Directors stood suspended pursuant to Section 17 of the Insolvency and Bankruptcy Code, 2016 (IBC), as the Company was undergoing Corporate Insolvency Resolution Process (CIRP). Accordingly, no Director was re-appointed by rotation during the year under review.

BOARD MEETINGS

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024. Upon commencement of the CIRP, the powers of the Board of Directors stood suspended in accordance with Section 17 of the Insolvency and Bankruptcy Code, 2016 (IBC), and the affairs of the Company were managed by the Resolution Professional. Accordingly, no Board Meetings were held by the suspended Board during the CIRP period.

During the CIRP period, the Committee of Creditors (CoC) was constituted in accordance with the provisions of the IBC and the Resolution Professional convened the meetings of the CoC from time to time for considering and taking decisions on matters relating to the CIRP of the Company. The details of the CoC held during the Financial Year are set out below:

Sr. No.	Committee of Creditors Meeting
1	April 07, 2025
2	April 22, 2025
3	April 30, 2025
4	May 03, 2025
5	May 12, 2025
6	May 20, 2025
7	May 23, 2025
8	June 03, 2025
9	October 10, 2025
10	October 10, 2025

GENERAL MEETINGS

The Company has been undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024. Accordingly, no meeting of the Members of the Company was convened or held during the Financial Year 2025-26.

INDEPENDENT DIRECTOR

A) DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024. In accordance with Section 17 of the Insolvency and Bankruptcy Code, 2016 (IBC), the powers of the Board of Directors stood suspended during the CIRP period. Further, pursuant to Regulations 15(2A) and 15(2B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the provisions relating to the Board of Directors and the relevant Committees, including the applicable provisions relating to Independent Directors, were not applicable to the Company during the CIRP period. Accordingly, the requirements relating to declaration by Independent Directors under Section 149(6) of the Companies Act, 2013 were not applicable during the CIRP period.

B) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

No familiarisation programme for Independent Directors was conducted during the year under review, as the Company was undergoing CIRP and the powers of the Board of Directors stood suspended during the CIRP period. Accordingly, the provisions relating to familiarization programmes for Independent Directors were not applicable to the Company during the CIRP period.

C) TERMS AND CONDITIONS OF APPOINTMENT:

The terms and conditions of appointment of Independent Directors are governed by the applicable provisions of Sections 149, 150 and 152 of the Companies Act, 2013, read with Schedule IV thereto. However, during the CIRP period, the applicable provisions relating to the Board of Directors and Independent Directors were not applicable to the Company in terms of Regulations 15(2A) and 15(2B) of the Listing Regulations.

D) BOARD EVALUATION

The annual evaluation of the performance of the Board, its Committees and the individual Directors, as contemplated under Section 134(3)(p) of the Act and Regulation 17(10) of the SEBI Listing Regulations, was not carried out during the year under review, as the powers of the Board of Directors stood suspended in terms of Section 17 of the Code and the aforesaid provisions were not applicable during to the Company during the Corporate Insolvency Resolution Process (CIRP) period.

COMMITTEES OF THE BOARD

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024 . In accordance with Section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors stood suspended and the affairs of the Company were managed by the Resolution Professional.

Further, pursuant to Regulations 15(2A) and 15(2B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to the Board and its Committees under Regulations 17, 18, 19, 20 and 21 were not applicable to the Company during the CIRP period. Accordingly, the Committees of the Board were not operational during the CIRP period and the roles and responsibilities prescribed under the aforesaid provisions were discharged by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

WHISTLEBLOWER POLICY (VIGIL MECHANISM)

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024 . In accordance with Section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors stood suspended and the affairs of the Company were managed by the Resolution Professional.

Accordingly, the requirements relating to establishment and functioning of the Vigil Mechanism under Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company during the CIRP period, as applicable under the provisions of the Listing Regulations.

The Company did not receive any complaint or disclosure requiring action under the Vigil Mechanism during the Financial Year under Review.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024 . During the CIRP period, the management and affairs of the Company were under the control of the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC).

The Company had in place internal financial control systems and processes designed to provide reasonable assurance regarding the recording and reporting of financial and operational information, safeguarding of assets, proper authorisation of transactions, adherence to applicable accounting standards and compliance with applicable laws and policies.

However, considering the circumstances prevailing during the CIRP period, including the financial constraints faced by the Company and the transition in management and control, the effectiveness and operation of such systems were subject to the oversight and supervision of the Resolution Professional. The Resolution

Professional undertook such measures and controls as considered necessary for the management of the affairs of the Company during the CIRP period

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. YCRJ & Associates, Chartered Accountants (ICAI Firm Registration No. 006927S) were appointed as the Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of the 3 6th Annual General Meeting up to the conclusion of the 41st Annual General Meeting.

The Company was undergoing Corporate Insolvency Resolution Process (CIRP) during the Financial Year under Review. The Statutory Auditors Report on the standalone financial statements of the Company for the Financial Year ended March 31, 2026 contains certain disclaimers, which, inter alia, arise from the circumstances prevailing during the CIRP period, including limitations in the availability of complete information, records and supporting documents.

The Companys responses to the disclaimers contained in the Statutory Auditors Report are provided below:

Sr. No.	Audit Qualification	Auditor\u2019s Comments	Management\u2019s Response
1	Non-availability of balance confirmations	The Auditors were unable to obtain direct balance confirmations in respect of certain trade receivables/debtors and cash & cash equivalents and, consequently, could not obtain sufficient appropriate audit evidence to verify the accuracy and completeness of the reported balances and the consequential impact, if any, on the financial statements.	The Resolution Professional has taken note of the observation. Efforts are being made to obtain the available confirmations and supporting records and to reconcile the relevant balances, subject to availability of records during the CIRP.
2.	Going concern and financial position of the Company	The Auditors have drawn attention to the fact that the Company has incurred losses during the current and previous years and is facing difficulties in meeting its obligations, including current liabilities, employee dues and statutory dues. Further, a majority of employees, including Key Managerial Personnel, have left the Company. The Company is presently undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016.	The Resolution Professional has taken note of the observation. The Company is presently undergoing CIRP under the provisions of the Insolvency and Bankruptcy Code, 2016. The Resolution Professional is undertaking the necessary actions in accordance with the provisions of the Code.

INTERNAL AUDITORS

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) and the management of the affairs of the Company was under the control of the Resolution

Professional. Considering the financial constraints and lack of funds faced by the Company during the CIRP period and the need for cost optimisation, no Internal Auditor was appointed during the year under review.

SECRETARIAL AUDITOR AND THEIR REPORT

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) and the management of the affairs of the Company was under the control of the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC).

Considering the circumstances prevailing during the CIRP period, including the financial constraints and lack of funds faced by the Company and the need for cost optimisation, no Secretarial Auditor was appointed by the Company for the Financial Year under Review. Accordingly, the Secretarial Audit Report under Section 204 of the Companies Act, 2013 is not applicable for the Financial Year under Review.

COST RECORDS AND COST AUDIT

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2025-26. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules, 2014, cost audit is not applicable to your company. Accordingly, the cost auditor is not appointed for the financial year 2025-26.

EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS REPORT AND THE SECRETARIAL AUDIT REPORT.

The explanations to the disclaimers and observations made by the Statutory Auditors in their Report have been provided in detail in the Statutory Auditor and Auditors Report section of this Report above.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

During the year under review, the statutory auditor of the company have not reported any instances of fraud committed against the Company by its officer or employees under Section 143(12) of the Companies Act, 2013, which is required to be reported in the Boards Report.

DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements have been prepared and presented under the historical cost basis except for certain financial instruments which are measured at fair value or amortized cost and accrual basis of accounting, unless otherwise stated, and are in accordance with Indian Accounting Standards (IND AS), statutory requirements specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2015, as amended from time to time, and other applicable provisions of the Companies Act, 2013, to the extent applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the Financial year under review, your Company did not meet the applicability criteria specified u/s. 135(1) of the Companies Act, 2013. Accordingly, the provisions relating to Corporate Social Responsibility

(CSR) under Section 135 of the Companies Act, 2013 were not applicable to the Company for the Financial Year under Review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Management Discussion and Analysis Report forms part of the Annual Report. However, the Company is presently undergoing Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC), pursuant to which the powers of the Board of Directors of the Company stand suspended.

In view of the aforesaid circumstances and the status of the Company during the period under review, a separate Management Discussion and Analysis Report has not been prepared for the Financial Year under review.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company do not have any subsidiary/joint ventures/ associate companies.

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

The Corporate Insolvency Resolution Process (CIRP) of the Company was commenced pursuant to the order dated November 26, 2024 passed by the Honble National Company Law Tribunal, Mumbai Bench-I (NCLT) under the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC). Mr. Jayanti Lal Jain was appointed as the Interim Resolution Professional and was subsequently appointed as the Resolution Professional to manage the affairs of the Company. Accordingly, during the CIRP period, the powers of the Board of Directors stood suspended and the affairs of the Company were managed by the Resolution Professional in accordance with the provisions of the IBC.

Further, subsequent to the close of the Financial Year under Review, the Honble National Company Law Tribunal, Mumbai Bench-I (NCLT), vide its order dated September 9, 2026, passed in IA (IBC) (Plan) No. 69 of 2025 in C.P. (IB) No. 570 of 2024, approved the Resolution Plan submitted by the consortium of NG Organics Private Limited and Mr. Nitinbhai Govindbhai Patel (Successful Resolution Applicant or SRA) under Section 31(1) of the Insolvency and Bankruptcy Code, 2016 (IBC).

Pursuant to the approval of the Resolution Plan, the implementation of the Resolution Plan has been undertaken in accordance with its terms and the applicable provisions of the IBC and other applicable laws. A Monitoring Committeehas been constituted pursuant to the Resolution Plan to oversee and facilitate its implementation.

The approval of the Resolution Plan constitutes a material development subsequent to the end of the Financial Year under Review and has a significant bearing on the management, operations and financial position of the Company. The consequential changes arising from the implementation of the Resolution Plan, including changes in the shareholding, management and capital structure of the Company, wherever applicable, are being undertaken in accordance with the terms of the approved Resolution Plan and applicable laws.

Except for the aforesaid developments, there have been no other material changes or commitments affecting the financial position of the Company between March 31, 2026 and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE.

The following orders passed by the Honble National Company Law Tribunal, Mumbai Bench, impact the going concern status and the future operations of the Company:

(a) Order dated 26 th November 2024 in C.P. (IB) No. 570 (MB) of 2024, admitting the Company into the Corporate Insolvency Resolution Process under Section 7 of the Code and appointing Mr. Jayanti Lal Jain as the Interim Resolution Professional, resulting in suspension of the powers of the Board of Directors under Section 17 of the Code and imposition of the moratorium under Section 14 of the Code.

(b) Order dated 9 th September 2026 in I.A. (IBC) (Plan) No. 69 of 2025 in C.P. (IB) No. 570 of 2024, approving the Resolution Plan submitted by the Consortium of NG Organics Private Limited and Mr. Nitinbhai Govindbhai Patel under Section 31(1) of the Code, upon which the moratorium under Section 14 of the Code ceased to have effect.

DEMATERIALISATION OF SHARES

The Companys equity shares are traded in dematerialized form on BSE. As of March 31, 2026, approx. 80% of the paid-up equity share capital of the Company are in dematerialized mode. The shares are assigned the International Securities Identification Number (ISIN) INE756A01019 under the Depository System.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and secure working environment and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024, and the affairs of the Company were managed by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

The details of complaints received and disposed of during the financial year under review are as follows:

Particulars	2025-26	2024-25
Number of complaints of sexual harassment received in the year	Nil	Nil
Number of complaints disposed off during the year	NA	NA
Number of cases pending for more than 90 days	NA	NA

MATERNITY BENEFITS

In accordance with the Maternity Benefit Act, 1961, the Company provides statutory maternity benefits, including paid leave, medical benefits, and related facilities for its female employees, and affirms complete compliance with the provisions of the Maternity Benefit Act, 1961.

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

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In The Company has a Policy on Related Party Transactions formulated in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The Policy is available on the website of the Company.

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024, and the powers of the Board of Directors stood suspended in accordance with Section 17 of the Insolvency and Bankruptcy Code, 2016 (IBC). The affairs of the Company were managed by the Resolution Professional in accordance with the provisions of the IBC.

During the Financial Year under Review, the contracts, arrangements and transactions entered into with related parties, to the extent applicable and undertaken during the CIRP period, were carried out in accordance with the applicable provisions of the IBC and other applicable laws, rules and regulations.

The details of related party transactions, as required under the applicable Accounting Standards/Indian Accounting Standards, are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

Further, particulars of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are not applicable to the Company for the Financial Year under Review, as there were no contracts or arrangements falling within the particulars required to be reported in the said Form.

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

Your Company has not carried any activities relating to the conservation of energy. Your Company has not acquired any technologies during the year under review.

The details of foreign exchange earnings and outgo during the financial year are as under:

(Amount in thousands)

Particulars	2025-26	2024-25
Earning in Foreign Currency	0	0
Expenditure in Foreign Currency	0	0

RISK MANAGEMENT

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024 . In accordance with Section 17 of the Insolvency and Bankruptcy Code, 2016 (IBC), the powers of the Board of Directors stood suspended and the management of the affairs of the Company was vested with the Resolution Professional.

During the CIRP period, the risks and challenges arising in relation to the operations and affairs of the Company were assessed and monitored by the Resolution Professional in accordance with the provisions of the IBC and the circumstances prevailing during the CIRP. The Company continued to take appropriate measures, to the extent practicable, for identification, monitoring and mitigation of material risks affecting its operations and financial position.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year under Review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024, pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC). During the CIRP period, the powers of the Board of Directors stood suspended and the affairs of the Company were managed by the Resolution Professional in accordance with the provisions of the IBC.

Accordingly, during the CIRP period, the provisions relating to the functioning of the Board of Directors and its meetings were subject to the provisions of the IBC and the role and powers of the Resolution Professional. The Company has, to the extent applicable and practicable, complied with the requirements of Secretarial Standards.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

During the Financial Year 2025-26, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) with effect from November 26, 2024 under the provisions of the Insolvency and Bankruptcy Code, 2016. During the said period, no remuneration was paid to the Directors and Key Managerial Personnel of the Company.

Accordingly, the disclosures relating to remuneration under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company for the Financial Year 2025-26.

DISCLOSURE UNDER SECTION 43(A)(III) OF THE COMPANIES ACT,2013:

During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT,2013:

During the year under review, the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54( 1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Issue of Sweat Equity) Regulations, 2002 is furnished.

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT,2013:

During the year under review, the Company has not issued any equity shares under Employees Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, enables online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise, within the statutory time frame from the date of receipt.

During the financial year 2025-26, the Company did not receive any complaints on SCORES. The details of investor complaints received, resolved, and pending during the year are as follows:

Sr No.	Complaints Received	Complaints Received	Complaints solved	Complaints Pending
1	Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2	Non-receipt of dividend warrants	Nil	Nil	Nil
3	Query regarding demat credit	Nil	Nil	Nil
4	Others	Nil	Nil	Nil
	Total	Nil	Nil	Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your directors/ Resolution Professional make the following statement and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The directors 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 situation of the Company at the end of the financial year and of the loss of the Company for that period;

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

d) The directors have prepared the annual accounts on a going concern basis; and

e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

It may be noted that, pursuant to the commencement of the CIRP on November 26, 2024, the powers of the Board of Directors stood suspended in accordance with Section 17 of the Insolvency and Bankruptcy Code, 2016, and the management of the affairs of the Company was vested with the Resolution Professional. Accordingly, the above statements are made in the context of the CIRP and based on the information, records and explanations made available to the Resolution Professional.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Resolution Professional places on record his sincere appreciation for the support and cooperation extended by the employees, shareholders, investors, customers, suppliers, vendors, bankers, creditors, government and regulatory authorities, Stock Exchanges and all other stakeholders of the Company during the CIRP and the implementation of the Resolution Plan.

The Company looks forward to their continued support and cooperation in the future.