As on: Oct 25, 2026 12:41 PM
To
The Members,
Envirotech Systems Limited
Your directors are pleased to present the Eighteenth 19th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March 2026.
1. FINANCIAL RESULTS
The financial results of your Company for the Financial Year ended 31st March 2026 are summarized below:
2. STATE OF COMPANY'S AFFAIRS
Standalone Basis: During the Financial Year under review, the Company generated revenue from operations of Rs.5758.76 lakhs, compared to Rs. 4761.17 lakhs in the previous Financial Year, with an increase of 20.95 %. The profit before tax for FY 2025-26 was 1698.95 lakhs, compared to Rs.1839.91 lakhs in the previous Financial Year, marking a decrease of 140.96 lakhs, from Rs. 1839.91 lakhs in the previous year. The profit after tax stood at Rs. 1210.56 lakhs, from Rs. 1405.78 lakhs in the previous Financial Year.
3. BUSINESS OVERVIEW
Envirotech Systems Limited (ESL) is a leading manufacturer and solution provider in the field of acoustic products, noise measurement and noise control systems, catering to a wide range of industrial, commercial, architectural and environmental applications. Incorporated in 2007, the Company has continuously expanded its capabilities in acoustical product design, engineering and manufacturing, with a strong focus on innovation, customization and cost-effective solutions.
With a team of over 159 employees, supported by experienced technical professionals and domain experts, ESL provides comprehensive solutions for complex acoustic and noise-control requirements. Our capabilities encompass research, engineering, product development, cost-benefit analysis, design and manufacturing, enabling us to deliver efficient and application-specific noise abatement solutions.
Manufacturing Facilities & Infrastructure
Our state-of-the-art manufacturing facilities are equipped to undertake complex fabrication and manufacturing requirements involving carbon steel, stainless steel and alloy steel, along with specialized acoustic materials such as rock wool and other sound-absorbing and sound-dampening materials.
Our manufacturing infrastructure includes dedicated facilities for:
• Fabrication and welding of large structures and equipment;
• Painting and surface treatment;
• Acoustic enclosure and noise-control product manufacturing;
• Processing and integration of sound-absorbing and sound-insulating materials;
• Customized fabrication based on specific customer requirements; and
• Quality inspection and testing supported by technically qualified personnel, including professionals proficient in various levels of Non-Destructive Testing (NDT).
Our skilled workforce, experienced engineering team and qualified welders enable us to maintain consistent manufacturing standards and meet demanding project schedules.
Acoustic & Noise Control Solutions
ESL specializes in the design, engineering and manufacture of customized acoustic products and noise- control systems. Our products are developed and fabricated according to the specific technical, operational and environmental requirements of each customer. Our solutions are designed to address diverse noise-control challenges across industries. Our customer-centric approach enables us to develop bespoke acoustic solutions that provide optimal performance, reliability and cost efficiency. This commitment to customized engineering and quality has helped us establish long-standing relationships with customers across various industries.
Fire Door Systems
In addition to our acoustic product portfolio, Envirotech Systems Limited has expanded its product and manufacturing capabilities into Fire Door Systems, catering to the growing requirements of industrial, commercial and infrastructure projects. Our fire door systems are designed and manufactured to provide fire resistance, safety and protection, while meeting project-specific technical and performance requirements. The Company focuses on customized manufacturing and engineering solutions for applications where fire safety and protection are critical, including industrial facilities, commercial buildings, infrastructure projects and other specialized installations.
This diversification further strengthens ESL's manufacturing capabilities and enables the Company to offer a broader range of engineered safety and protection solutions to its customers.
Technology, Innovation & R&D
Innovation remains a key pillar of our growth strategy. Our well-established Research & Development (R&D) function utilizes computer-aided design and engineering tools, supported by experienced technical personnel, to continuously improve product performance, manufacturing efficiency and cost-effectiveness. We are also proud to announce our strategic partnership with CKM, Taiwan, for the development of advanced acoustic insulation and sound-absorption products using Ultra-Micro-Perforated Aluminium technology. This advanced technology offers excellent sound-absorbing properties and has the potential to enable the development of high-performance, lightweight and innovative acoustic solutions for a wide range of industrial and commercial applications. The partnership represents an important step in strengthening our technological capabilities and expanding our portfolio of next-generation acoustic products. Pan-India Presence & International Markets.
4. DIVIDEND
For the year under review, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the company's future expansion.
5. Transfer to Reserves
For the year under review, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the company's future expansion
6. CHANGE IN THE NATURE OF BUSINESS
During the Financial Year under review, there was no change in the nature of business of the Company.
7. CAPITAL STRUCTURE
There was no change in the authorised share capital of the Company during the Financial Year. The Authorised Capital of the Company as on 31st March 2026 was Rs. 20,00,00,000/- divided into 2,00,00,000/- Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Share Capital at the end of the current Financial Year stood at Rs. 18,79,00,000 comprising 1,87,90,000 Equity Shares of Rs. 10/- Each, compared to Rs.13,39,00,000/- comprising 1,33,90,000 equity shares of Rs. 10/- Each in the previous Financial Year. During the year, the Company has issued further shares via Allotment of Securities Under Initial Public Offer. The Company has only one class of equity shares with face value of Rs. 10/- each.
ALL the equity shares issued rank pari passu with the existing equity shares of the Company.
8. LISTING OF EQUITY SHARES
The equity shares of the Company were Listed on the National Stock Exchange of India Limited ("NSE") on 24th September 2024. The annual Listing fees for the Financial Year 2025-26 have been duly paid to the NSE, and there are no outstanding Listing fees payable to the Stock Exchange for the said financial year.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In accordance with the appLicabLe provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) RuLes, 2016 (hereinafter referred to as the "IEPF RuLes"), aLL uncLaimed dividends are required to be transferred by the Company to the IEPF, after compLetion of seven (7) years.
Further, according to IEPF RuLes, the shares on which the dividend has not been cLaimed by the sharehoLders for seven (7) consecutive years or more shaLL be transferred to the demat account of the IEPF Authority. Your Company did not have any funds Lying unpaid or uncLaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
10. DEPOSIT FROM PUBLIC
During the FY 2025-26, your Company has not accepted any deposits from the public falling under Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.
During the year under review, the Company has accepted unsecured loans from Directors, which have been duly disclosed in the Audit Report and are in compliance with the applicable provisions of the Companies Act, 2013 and relevant rules made thereunder.
11. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
The particulars of loans, guarantees or investments by your Company under Section 186 of the Companies Act, 2013 are stated in Notes to Accounts of the financial statements, forming part of the Annual Report.
12. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES
Your company does not have any subsidiary company, associate company or joint venture company. During the year, no company became or ceased to be subsidiary, joint venture or associates of your company.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the Financial Year to which the financial statements relate and the date of this Report.
14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company's operations in future.
15. INTERNAL CONTROL AND THEIR ADEQUACY
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as Annexure - I to the Board's report.
17. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The changes in the composition of the Board of Directors and Key Managerial Personnel of the Company that occurred during the previous financial year and were duly reported in the Annual Report for the said year are not repeated herein. Further, the appointment of Mr. Kiran (DIN: 11245681) as an Additional Director and Ms. Rekha (DIN: 11245533) as an Additional Director in the capacity of Independent and NonExecutive Director with effect from August 21, 2025, was regularized and approved by the members at the Annual General Meeting of the Company held on September 29, 2025.
The details relating to the sad demise of Mr. Gaurav Bajpai (DIN: 02291802), Independent Director of the Company, on June 21, 2025, and the resignation of Mr. Sachin Kumar (DIN: 09233592) from the position of Independent and Non-Executive Director with effect from August 21, 2025, were duly reported in the Annual Report for the previous financial year and are therefore not reproduced herein.
The following changes took place during the Financial Year 2025-26:
a) Ms. PaLLvi Sharma, Company Secretary and Compliance Officer of the Company, resigned from the said position with effect from February 09, 2026.
b) Mr. Avinash Prabhat was appointed as the Company Secretary and Compliance Officer of the Company with effect from February 20, 2026.
Further, pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manoj Kumar Gupta (DIN: 01187138), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
The resolution seeking approval of the members for his re-appointment forms part of the Notice convening the ensuing Annual General Meeting.
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18. DECLARATION BY INDEPENDENT DIRECTORS
ALL the Independent Directors of the Company have furnished the requisite declarations under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules made thereunder, and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations").
The Independent Directors have further confirmed their compliance with the Code of Conduct applicable to the Board of Directors and Senior Management of the Company. all the Directors have also confirmed that they are not debarred or disquaLified from being appointed or continuing to act as Directors by virtue of any order issued by SEBI or any other statutory or regulatory authority.
Further, the Company has received the requisite declarations from aLL the Independent Directors confirming that their names are duly included in the Independent Directors' Databank, as required under the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
The Company has also formulated a Familiarization Programme for Independent Directors with the objective of familiarizing them with the Company, its business and operations, the nature of the industry in which it operates, their roles and responsibilities, and other relevant aspects necessary for the effective discharge of their duties as Independent Directors.
The details of the Familiarization Programme for Independent Directors are available on the Company's website at https://envirotechLtd.com/wp-content/upLoads/2026/03/famiLiarization-program-for- independent-directors.pdf
19. BOARD MEETINGS AND PARTICIPATION OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy. The gap between any two consecutive meetings was within the Limit prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations. The necessary quorum was present during aLL the meetings.
During the financial year 2025-26 the board of directors held a total of 12 (Twelve) meetings. ALL the Six Board meetings were held physically at the Corporate Office of the Company. The respective dates of the Board Meetings and Number of Directors who attended the meeting during the mentioned Period are as follows:
20. COMMITTEES OF THE BOARD CONSTITUTION OF AUDIT COMMITTEE
The Company has constituted Audit Committee vide Board Resolution dated August, 21, 2025 in compliance with Section 177 of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.
As on 31st March, 2026 the Company's Audit Committee comprised of:
The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee. During the financial year 2025-26 5 (Five) Audit Committee Meeting was held. The details of the Audit Committee meetings attended by its members during FY 2025-26 are given below:
21. NOMINATION & REMUNERATION COMMITTEE CONSTITUTION OF NOMINATION & REMUNERATION COMMITTEE
The Company has formed Nomination and Remuneration Committee vide Board Resolution dated 21st August, 2025 as per applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI Listing Regulations.
As on 31st March, 2026 the Company's Nomination and Remuneration Committee comprised of:
The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.
During the financial year 2025-26 5 (Five) Nomination and Remuneration Committee Meeting was held.
The details of the Nomination & Remuneration Committee attended by its members during FY 2025-26 are given below:
22. STAKEHOLDERS RELATIONSHIP COMMITTEE CONSTITUTION OF STAKEHOLDERS
RELATIONSHIP COMMITTEE
The Company has formed Stakeholders Relationship Committee vide Board Resolution dated 21st August, 2025 as per the applicable provisions of Section 178(5) of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 20 of SEBI Listing Regulations.
As on 31st March, 2026 the Company's Stakeholders Relationship Committee comprised of:
The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee. During the financial year 2025-26 3 (Three) Stakeholders Relationship Committee Meeting was held.
23. GENERAL MEETINGS
During the Year Under review 18th Annual General Meeting was held on 29th September, 2025 and Extraordinary General Meeting were held on 27th February 2026.
24. CORPORATE GOVERNANCE
Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders' understanding of the key activities and policies of the organization
In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies.\
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.
25. INDUSTRIAL RELATIONS
The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on a continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Uttar Pradesh Factories Rules, 1950. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.
26. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees from time to time.
27. POLICY RELATING TO DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has formulated and adopted a Policy on the Appointment and Remuneration of Directors and other matters as referred to under Section 178(3) of the Companies Act, 2013, read with the applicable provisions of the Companies (Meetings of Board and its Powers) Rules, 2014.
The said Policy, as approved and adopted by the Board of Directors, sets out the principles and criteria governing the appointment and remuneration of Directors, Key Managerial Personnel and other matters as prescribed under the applicable provisions of the Act.
The Nomination and Remuneration Policy of the Company is available on the Company's website at - https://envirotechltd.com/wp-content/uploads/2026/03/nomination-and-remuneration-policy.pdf
28. DIRECTORS RESPONSIBILITY STATEMENT
To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)
(c) and 134(5) of the Companies Act, 2013.
(a) In the preparation of the annual accounts for the year ended 31st March, 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) The Directors have selected such accounting policies, applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the year ended on that date.
(c) The Directors 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) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
29. RELATED PARTY TRANSACTIONS
ALL related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, Prior omnibus approval of the Board as well as Audit Committee is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year. Since all the related party transactions were entered by the Company in ordinary course of business and were on an arm's length basis, Form AOC- 2 is attached as Annexure V applicable to the Company.
30. STATUTORY AUDITOR
M/s. HCO & CO., Chartered Accountants, Firm registration No: (FRN.: 001087C), have been acting as the Statutory Auditors of the Company since 14th October 2024 and were last appointed at the 18th Annual General Meeting held on 29th September, 2025, to hold office until the conclusion of the 19th Annual General Meeting to be held in the year 2026.
Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, proposes to appoint M/s. HCO & CO., Chartered Accountants, Firm registration No: (FRN.: 001087C),) as the Statutory Auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the 19th Annual General Meeting held in FY 2026-27 until the conclusion of the 24th AGM to be held in FY 2031-32, subject to approval of members at the upcoming AGM, at such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors from time to time.
31. INTERNAL AUDITOR
Your Directors are pleased to inform you that, pursuant to the provisions of Section 138 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended from time to time, Mr. Arun Kumar, were appointed as the Internal Auditors of the Company for the Financial Year 2025-26.
32. SECRETARIAL AUDITORS
M/s. Preksha Dawet and Associates, a Peer Reviewed Company Secretary Proprietary Firm, holding Certificate of Practice No. 22088 and Membership No. 55366, was appointed as the Secretarial Auditor of the Company for the Financial Year 2025-26.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has approved the appointment of M/s. Preksha Dawet and Associates, a Peer Reviewed Company Secretary Proprietary Firm, holding Certificate of Practice No. 22088 and Membership No. 55366, as the Secretarial Auditors of the Company for a period of five consecutive financial years, commencing from April 1, 2026 to March 31, 2031, subject to the approval of the members of the Company at the ensuing Annual General Meeting.
The Secretarial Audit Report for the Financial Year 2025-26 contains certain qualifications, observations and adverse remarks. The observations made by the Secretarial Auditor, along with the management's explanation and corrective actions, wherever applicable, are provided below
Observations as below:
1. During the financial year, certain e-forms were filed with the Registrar of Companies with additional fees.
2. During the year under review, the Company appointed the Statutory Auditor and Secretarial Auditor for a period of one year.
3. The Company maintained the Structured Digital Database (SDD) during the financial year 2025-26, however certain entries were recorded with delay.
4. During the period under review, certain instances of delayed filing with the Stock Exchanges were observed, as detailed below:
A. The intimation regarding the Investor Meet was submitted to the Stock Exchange after the prescribed timeline.
B. The certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended 31st March 2025 was filed with the Stock Exchange after the prescribed timeline.
C. The SDD Compliance Certificate for the financial year ended 31st March 2025 was filed with the Stock Exchange after the prescribed timeline.
Non-submission of XBRL filings with Stock Exchanges
D. XBRL Filings relating to Appointment of Auditors: The requisite XBRL filings in respect of the appointment of the Statutory Auditor and Secretarial Auditor of the Company were not submitted to the Stock Exchange
Management's Reply / Explanation
The Company has taken note of the observations made by the Secretarial Auditor and is taking appropriate steps to strengthen its compliance framework and ensure adherence to the applicable statutory and regulatory requirements.
Further, during the year under review, the Secretarial Auditors have not reported any instance of fraud pursuant to Section 143(12) of the Act. Accordingly, there is no disclosure required under Section 134(3)(ca) of the Act in this regard.
The secretarial Report has been annexed as ‘Annexure MI' to the Directors' Report.
33. ANNUAL RETURN
Pursuant to the requirements of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 ("the Act"), the Company maintains a website at https://www.envirotechltd.com/investors.
The Annual Return of the Company in Form MGT-7 for the Financial Year ended March 31, 2026, as required under Section 92 of the Act, will be filed with the Registrar of Companies within the prescribed time after the ensuing Annual General Meeting. The Annual Return, once filed, will also be made available on the Company's website in accordance with the applicable provisions of the Act.
34. BUSINESS RISK MANAGEMENT
The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.
35. PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure II" forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Corporate Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.
36. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company meet the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is requirement to constitution of Corporate Social Responsibility Committee.
37. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE CONSTITUTION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has formed Corporate Social Responsibility Committee vide Board Resolution dated 20th March, 2026 as per the applicable provisions of as per Section 135(1) of Companies Act, 2013 are required to constitute a CSR Committee to undertake and monitor CSR activities.
As on 31st March, 2025 the Company's Corporate Social Responsibility Committee comprised of:
The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee. During the financial year 2025-26 1 (One) Corporate Social Responsibility Committee was held.
During the year, the Board of Directors approved a contribution of Rs. 25, 49,500/- (Rupees Twenty Five Lakh Forty Nine Thousand Five Hundred only) by way of donation to M/s. Dakshiva Welfare Foundation (Registration No. CSR00026307), having its registered office at A-38, Radhika Laxmi Narayan Puri, Suraj Pole Gate, Jaipur, Rajasthan-302003 . The said entity is a registered charitable organization, working independently and having experience in implementing similar activities. The contribution has been made in compliance with the provisions of the Companies Act, 2013.
38. COST AUDIT REPORT & COST RECORDS
Maintenance of cost records and the requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.
39. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.
40. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud, or violation of Company's Code of Conduct. The Company has in place a confidential reporting mechanism for any whistleblower to report a matter.
41. CODE OF CONDUCT
The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been posted on the Company's website at https://www.envirotechltd.com/investors . The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the workplace, in business practices, and in dealing with stakeholders.
The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company follows a zero-tolerance approach towards sexual harassment at the workplace and has formulated and adopted a Policy on Prevention, Prohibition and RedrSSHiB] KfBoHIlHarassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder.
In compliance with the applicable provisions of the POSH Act, the Company has constituted an Internal Committee ("IC") at its workplaces and offices, as applicable, to address and redress complaints relating to sexual harassment at the workplace. The Company is committed to providing a safe, respectful and inclusive working environment and to ensuring that all complaints received are dealt with in accordance with the procedure prescribed under the POSH Act.
During FY 2025-26, the Company has Not received any complaints on sexual harassment.
The policy of the Company on Prevention of Sexual Harassment, as adopted by the Board, may be accessed on your Company's website at the link https://envirotechltd.com/wp-content/uploads/2026/03/pod558- Lpdf.
43. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:
Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby states that the Company has duly complied with all applicable provisions of the Maternity Benefit Act, 1961, including but not limited to grant of maternity leave, nursing breaks, protection from dismissal during maternity leave, and provision of creche facilities wherever applicable. The Company remains committed to providing a safe, supportive, and inclusive work environment for all women employees.
44. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
45. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The company has not made any application during the financial year 2024-25.
46. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.
"THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF."
Not Applicable
47. SHAREHOLDERS' DISPUTE RESOLUTION MECHANISM
SEBI vide circular 31 July, 2023 and subsequent circular dated 20 December, 2023, read with Master Circular dated August 11, 2023, has specified that a shareholder shall first take up his/her/their grievance with the listed entity/RTA by lodging a complaint directly with the concerHBJBiTMBBnd RTA and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/ they can initiate dispute resolution through the Online Dispute Resolution ("ODR") Portal. Shareholders are requested to take note of the same.
48. MANAGEMENT DISCUSSION & ANALYSIS
Management's Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure V" to the Board's report.
49. PREVENTION OF INSIDER TRADING
The Company has adopted a comprehensive Code of Conduct for Prevention of Insider Trading in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with the objective of preventing insider trading and regulating trading in the securities of the Company by its Directors, Designated Persons and other persons covered under the Code.
The Code requires pre-clearance of trades, wherever applicable, and prohibits Directors, Designated Persons and other designated employees from trading in the securities of the Company while in possession of Unpublished Price Sensitive Information ("UPSI") relating to the Company and during the period when the Trading Window is closed, except as permitted under the applicable regulatory framework.
The Board of Directors is responsible for overseeing the implementation and monitoring compliance with the Code, while the Compliance Officer is responsible for administering the Code and ensuring adherence to the applicable requirements. During the Financial Year 2025-26, the Directors and Designated Persons of the Company have complied with the provisions of the Code and the applicable requirements relating to prevention of insider trading. The Code of Conduct for Prevention of Insider Trading is available on the Company's website at https://envirotechltd.com/wp-content/uploads/2026/03/policy-for-insider- tradjng.pdf.
50. ACKNOWLEDGEMENT AND APPRECIATION
The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your Directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.
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