As on: Aug 18, 2026 02:28 AM
Your Directors present you the 32 nd Annual Report of your Company and the Audited Financial Statements for the financial yearended31 st March, 2026.
1. FINANCIAL SUMMARY
Financial Summary and performance Highlights of your Company, for the financial year ended 31 st March, 2026 are as follows:
Financial Highlights:
(In Rupees)
2. RESULTS OF OPERATIONS
The Company has not generated any revenue for the financial year 2025-26. The Net Loss after tax stood for F.Y. 2025-26 at Rs. 15,97,400/- (Rupees Fifteen Lakhs Ninety-Seven Thousand and Four Hundred Only) as against Net Loss after Tax Rs. 66,32,800 (Rupees Sixty-Six Thirty-Two Thousand and Eight Hundred Only) in the previous year
3. DIVIDEND AND TRANSFER TO RESERVES
The Company has suffered loss in the year 2025-26 hence it is not in the position to recommend any dividend and there has been no transfer to General Reserve for the period ended March 31, 2026.
4. CAPITAL STRUCTURE Authorised Share Capital
The Authorised Share Capital of the Company as at March 31, 2026 was Rs. 10, 00, 00,000/- (Rupees Ten Crore Only).
Paid up Share Capital
The Paid-up share capital as at March 31, 2026 stands at Rs. 9,16,09,000/- (Rupees Nine Crore Sixteen Lakhs Nine Thousand Only) comprising of 91,60,900 equity shares of Rs. 10/- each fully paid up.
5. CHANGE IN THE NATURE OF BUSINESS
During the year, there was no change in the nature of business of the Company.
6. MATERIAL CHANGES AND COMMITMENT
Following material changes and commitments affecting the financial position of the company and occurring between the date of balance sheet and the date of report. Hence the report containing followed material changes pertaining to the post -financial statement event impacting the operations and performance of the company.
• Ms. Deepali Mahapatra was appointed and subsequently resigned from the position of Company Secretary & Compliance Officer of the Company with effect from July 10 th , 2025 and September 09, 2025, respectively.
• Ms. Nidhika Bharti was appointed and subsequently resigned from the position of Company Secretary & Compliance Officer of the Company with effect from November 14 th , 2025 and July 13, 2026, respectively.
• Mrs. Sushma Jain has resigned from the position of Director w.e.f November 14, 2025.
• Ms. Ruchi Sharma has resigned from the position of Director w.e.f September 09, 2025.
• Mr. Prasanna Laxmidhar Mohapatra has been appointed as Independent Director of the Company w.e.f November 14 th , 2025 and resigned w.e.f. May 18 th , 2026.
• Mrs. Himani Sharma has resigned from the position of Director w.e.f April 14, 2026.
• Mrs. Anubha Chauhan has appointed as Independent Director of the Company w.e.f 10.07.2025.
• Mr. Rohan Mohan Agarwal has been appointed as Managing Director & CFO of the Company w.e.f. 28.08.2025.
• Mr. Ramanuj Murlinarayan Darak was appointed as Independent Director of the Company w.e.f 28.08.2025 and subsequently resigned from the position of Independent Director w.e.f 27.07.2026.
• Mrs. Payal Sharma has appointed as Independent Director of the Company w.e.f 27.05.2026.
• Mr. Pranshu Poddar has appointed as Independent Director of the Company w.e.f 27.07.2026.
7. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31, 2026.
Appointment, Re-appointment and Resignation of Directors & Key Managerial Personnel-
8. ANNUAL RETURN
The Annual Return pursuant to the provisions of Section 92(3) of The Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 shall be published on the website of the company at
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.
During the year under review, the Company has not entered into any contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013. Accordingly, there are no transactions with Promoters, Directors, Key Managerial Personnel or other related parties that could have had a potential conflict with the interests of the Company at large.
Hence, the disclosure in Form AOC-2 is not applicable and has not been annexed.
11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
There were four meetings of the Board held during the year:
The gap between any two meetings has been less than one hundred and twenty days and one meeting in each quarter has been held.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 ("the Act"), the Board of Directors hereby confirms that:
In the preparation of the Annual Financial Statements for the financial year ended 31st March, 2026, the applicable Accounting Standards prescribed under Section 133 of the Act, read with the relevant rules framed thereunder and the requirements of Schedule III to the Act, have been duly complied with. Wherever applicable, appropriate explanations have been provided for any material departures.
The Directors have selected and consistently applied appropriate accounting policies and exercised reasonable and prudent judgments and estimates to ensure that the Annual Financial Statements present a true and fair view of the state of affairs of the Company as at 31st March, 2026, and of its profit for the financial year ended on that date.
The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
The Annual Financial Statements have been prepared on a going concern basis.
The Directors have laid down adequate internal financial controls to be followed by the Company and have ensured that such internal financial controls were operating effectively throughout the financial year.
The Directors have devised and implemented appropriate systems to ensure compliance with the provisions of all applicable laws and regulations, and are satisfied that such systems were adequate and operating effectively during the financial year.
13. STATUTORY AUDITOR
M/s Asha & Associates, Chartered Accountants (Firm Registration No. 000369N), were appointment as the statutory auditors of the Company based on their consent and certificate furnished by them in terms of Section 141 of the Companies Act, 2013, up to the conclusion of Annual General Meeting to be held in the year 2027.
The requirement for the annual ratification of the auditor ' s appointment at the AGM has been omitted pursuant to Companies(amendment) Act, 2017 notified on May 7, 2018.
30
14. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, the Company appointed Mr. Chandan Jha, a Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2025-26. The Report of Secretarial Auditor (Form MR-3) for the FY 2025-26 is annexed to the report as Annexure-1.
15. INTERNAL AUDITOR
The Company has appointed M/s Chandni Singla & Associates, Chartered Accountants as internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014.
16. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION
The Auditors ' Report for the financial year ended 31st March, 2026 on the financial statements of the Company forms a part of this Annual Report. There is no qualification in the Auditors ' Reports.
17. RISK MANAGEMENT POLICY
Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company review the risks, if any involved in the Company from time to time, and take appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.
18. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY
No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company's operations in future.
19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company's internal control systems are supplemented by an extensive programme of internal audit by an independent professional agency and periodically reviewed by the Audit Committee and Board of Directors. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.
20. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
21. COMPANY ' S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company has adopted a Nomination and Remuneration Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013 as Annexure-4.
22. COMPOSITION DETAILS & NNUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS CONDUCTED DURING THE YEAR
The composition of Board of Directors is following Regulation 17 of the Listing Regulations as well as the Companies Act, 2013 read with the Rules issued thereunder. The Company have optimum composition of Executive and Non-Executive Directors as on 31stMarch, 2026.
On an annual basis, the Company obtains from each Director details of the Board and Board Committee position she / he occupies in other Companies and changes, if any, regarding their Directorships. In addition, the Independent Directors provide an annual confirmation that they meet the criteria of independence as defined under Section 149(6) on an annual basis under the Companies Act, 2013.
The maximum tenure of Independent Directors is up to five consecutive years from the date of their appointment. However, they can be re-appointed for another term of five consecutive years from the date of their re-appointment.
The Board of Directors along with its committees provides effective leadership and strategic guidance to the Company ' s management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high standards of ethics, transparency and disclosures.
Meetings of the Board
The Company has held such minimum number of Board in Calendar Year with maximum interval of 120 days between any two consecutive board meetings which is following the provisions of the Companies Act, 2013 (the ' Act ' ), Secretarial Standand-1 and Listing Regulations.
Composition of the Board of Directors as on March 31, 2026 and attendance in Board Meeting held during the year
RELATIONSHIP BETWEEN DIRECTORS
Mr. Monendra Srivastava and Mrs. Himani Sharma are related as husband and wife. No other Director is related to any other Director.
INDEPENDENT DIRECTOR ' S MEETING
Independent Directors meet time to time without the attendance of Non-Independent Directors and members of the management of the Company inter alia, evaluated performance of the Non-Independent Directors, Chairman of the Company and the Board of Directors as a whole. They also assessed the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Familiarization Programme for Independent Directors
The Company has in place a structured induction and familiarization program for the Independent Directors. The Company familiarizes its Independent Directors with the Company ' s corporate profile, its Vision and Values Statement, organizational structure, the Company ' s history and milestones, latest Annual Report, Code of Conduct applicable to Directors/Senior Management employees of the Company Code of Conduct for Prevention of Insider Trading and other applicable codes along with the Sustainability Reports of the Company. They are also updated on all business-related issues and new initiatives.
At the time of appointment, an appointment letter setting out the role, duties & responsibilities, details regarding remuneration, performance evaluation process, among others, is given to the Directors. The Directors are also explained in detail the compliances required from them under the Act, Listing Regulations and other relevant regulations and their individual affirmations are taken with respect to the same.
Brief details of the familiarization program are uploaded and can be accessed on the Company ' s website.
COMMITTEES OF THE BOARD
To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board has constituted several Committees of Directors with specific terms of reference. The Committees operate as empowered agents of the Board as per their terms of reference that set forth the purposes, goals and responsibilities. Committee members are appointed by the Board with the consent of individual Directors. The Committees meet as often as required or as statutorily required.
Committees that are constituted voluntarily for effective governance of the affairs of the Company may also include Company executives.
Details of the committees of the Board as on March 31, 2026.
AUDIT COMMITTEE
The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued there under and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management. The Committee through regular interaction with external and internal auditors and review of financial statements ensures that the interests of stakeholders are properly protected.
(i) Terms of reference
The Audit Committee functions according to its terms of reference that define its composition, authority, responsibility and reporting functions in accordance with the provisions of the Companies Act and Regulation 18 of Listing Regulations which, inter-alia, currently include the following:
1. Oversight of the Company ' s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration, terms of appointment of auditor of the Company;
3. Approval of payment to statutory auditors for any other permitted services rendered by the statutory auditors;
4. Reviewing and examining, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
a) Matters required to be included in the Director ' s Responsibility Statement to be included in the Board ' s Report.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Draft Auditors ' report including qualifications, if any
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. Reviewing and monitoring, with the management, the statement of uses/ application of funds raised through an issue/ public offers (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Reviewing and monitoring with the management, independence and performance of statutory and internal auditors, adequacy of the internal control systems, and effectiveness of the audit processes;
8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;
9. Discussion with internal auditors of any significant findings and follow up thereon;
10. Reviewing the findings of any internal investigations by internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
11. Any other role as prescribed by the Companies Act, 2013 and the Listing Regulations. ii) Composition and Meetings
During the period from 1 st April, 2025 to 31 st March, 2026, the committee met 4 (four) times. The details
of the composition of Audit Committee & the attendance at the meeting held during the year ended 31 st
March, 2026 is as follows;
NOMINATION & REMUNERATION COMMITTEE
The Nomination and Remuneration Committee, constituted under Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, functions according to its terms of reference that define its composition, authority, responsibility and reporting functions which, inter alia, include the following:
(i) Terms of Reference
1. Recommend to the board the set up and composition of the board and its committees including the formulation of the criteria for determining qualifications, positive attributes and independence of a director " . The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.
2. Recommend to the board the appointment or re-appointment of directors.
3. Devise a policy on board diversity.
4. Recommend to the board appointment of key managerial personnel ( " KMP " as defined by the Act) and executive team members of the Company (as defined by this committee).
5. Recommend to the board the remuneration policy for directors, executive team or key managerial personnel as well as the rest of the employees.
(ii) Meetings
During the period from 1 st April, 2025 to 31 st March, 2026, the committee met 5 (five) times. The details of the composition of Nomination & Remuneration Committee & the attendance at the meeting held during the year ended 31 st March, 2026 is as follows;
Investors ' Grievances/Complaints
During the year, the Company didn ' t receive any complaint/grievance from the investors. No complaint was pending as on March 31, 2026.
Transfers, Transmissions etc. approved
During the year under review, no request had been received for share transfer/transmission. The has 3623 shareholders as on March 31, 2026.
REMUNERATION OF DIRECTORS
The Company has no stock option plans for the directors and hence, it does not form a part of the remuneration package payable to any executive and/or non-executive director.
In 2025-26, the Company did not advance any loans to any of the executive and/or nonexecutive directors
(i) Remuneration to Executive Directors
The Company has not paid any remuneration to the Executive directors for the Financial year 2025-26.
(ii) Remuneration to Non-Executive Directors
During the FY 2025-26, the Company has not paid any remuneration to the non-executive directors.
(iii) Criteria for making payment to Non-Executive Directors
Criteria for making payment to Non-Executive Director has been disseminated on our website at
23. GENERAL BODY MEETINGS
The details of last three Annual General Meetings (AGM) of the Company are as follows:
24. PERFORMANCE EVALUATION OF THE BOARD
Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.
25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The criteria of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is not applicable on the Company. Thus, there is no requirement to constitute a committee, formulate the policy and spent amount on Corporate Social Responsibility.
26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/ Whistle Blower Policy and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company i.e.
27. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees should be set out in the annexure to the Directors' Report. As the Company has not paid any remuneration to the Directors, therefore, there is no requirement to comply with the provisions of this section.
28. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to fostering an open, inclusive, and safe work environment where every employee feels valued and empowered, regardless of gender, sexual orientation, or any other personal attributes. In line with this commitment, the Company has adopted a policy for the prevention of sexual harassment, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013 ( " POSH Act " ).
While the Company has framed an Anti-Sexual Harassment Policy in compliance with the POSH Act, it is currently not required to constitute an Internal Complaints Committee (ICC) under the said legislation, as the provisions relating to its constitution are not applicable to the Company during the year under review.
Furthermore, the Company has not received any complaints relating to workplace misconduct, including sexual harassment, during the financial year.
29. COMPLIANCE WITH THE MATERNITY BENEFIT ACT
The Company affirms its full awareness of and commitment to complying with the provisions of the Maternity Benefit Act, 1961. Although there are currently no women employees on the Company ' s rolls who are eligible under the Act, appropriate systems and policies have been established to ensure that all statutory benefits — such as paid maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible return-to-work arrangements — are duly extended to eligible women employees as and when applicable. The Company remains dedicated to fostering an inclusive, supportive, and legally compliant workplace environment.
30. SHARES
(a) Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
EDUCATE. MOTIVATE. DEVELOP.
(b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
(c) Bonus Shares
No Bonus Shares were issued during the year under review.
(d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
31. FIXED DEPOSITS
The Company has not accepted any deposit during the Financial Year 2025-26 and, as such, no amount of principal and interest was outstanding as on Balance Sheet date.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under Section 134(1)(m) of the Act read with Companies ' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 2014 regarding Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further there was no Foreign Exchange earnings and outgo during the Financial Year 2025-26.
33. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.
34. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesn ' t have any subsidiary, joint venture or associate Company.
35. CORPORATE GOVERNANCE
The Company is not required to submit Corporate Governance Report as the equity share capital and net worth of the Company is less than required limits as on the last date of the previous financial year. But the company has provided Corporate Governance Report for information purpose.
36. LISTING OF SHARES
Your Company ' s shares are listed on the Bombay Stock Exchange of India Limited.
37. NO DEFAULT
The Company has not defaulted in payment of interest and repayment of loan to any of the financial institutions and /or banks during the period under review.
38. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors ' Certificate thereon, and the integrated Management Discussion and Analysis are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all
Educate, motivate, develop.
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively
39. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE FOR NONDISQUALIFICATION OF DIRECTORS
A certificate has been received from Chandan Jha, Company Secretaries in practice that none of the Directors on the Board of the Company had been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other statutory/ regulatory authority. The same has been enclosed as herewith as part of Annual Report.
CAUTIONARY NOTE
Certain statements in the 'Management Discussion and Analysis' section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company's growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company's financial statements and notes on accounts.
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.
Click here to visit SEBI Scores