As on: Oct 11, 2026 12:01 AM
To,
The Members
Ecoboard Industries Limited
The Board of Directors of Ecoboard Industries Limited ("the Company") are pleased to present the 35th Board's Report together with the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2026.
In accordance with the applicable provisions of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"), this Report provides the material disclosures relating to the affairs of the Company for the Financial Year 2025-26.
1. FINANCIAL SUMMARY / HIGHLIGHTS
Financial performance
During the Financial Year under review, the Company recorded Revenue from Operations of ^2,390.53 lakhs as against ^1,271.78 lakhs in the previous financial year, registering a growth of approximately 87.97%.
The Loss Before Tax reduced to ^1,008.32 lakhs from ^1,828.32 lakhs during the previous year, reflecting an improvement of approximately 44.85%.
The improvement was primarily attributable to increased revenues from the Company's Eco Energy and Eco Build divisions, better operational efficiencies, expansion of manufacturing capacity and improved business execution.
Although the Company continues to report losses, the Board is encouraged by the significant operational turnaround witnessed during the year and remains confident of achieving sustainable profitability in the coming years.
2. BUSINESS OVERVIEW
The Company specializes in the manufacturing and export of particle boards made from agricultural residues such as bagasse, rice husk, and cotton waste. Additionally, we are involved in the development and supply of process systems, plants, and machinery for various applications, including:
• Biogas Recovery
• Bio-Energy Generation
• Effluent Treatment
• Micro Filtration
• Fermentation
• Compressed Bio-Gas Plants.
• Condensate Polishing unit plants.
Our services are offered as turnkey manufacturers, suppliers of parts and equipment, or consultants, depending on client needs.
For a more detailed analysis of our operations, market conditions, and future outlook, please refer to the Management Discussion and Analysis Report, which is presented separately in the annual report.
A. SEGMENT WISE AND PRODUCT-WISE OPERATIONAL PERFORMANCE
EcoBuild Division
Through this year, the company has continued to focus on designing and manufacturing Through EcoBuild , the sustainable building materials division of EcoBoard® , we continue to enable customers to achieve their sustainability goals by offering innovative, eco-friendly alternatives to conventional construction materials. Our products help replace high-carbon-emission materials such as steel, gypsum, and cement, contributing to a lower environmental footprint while promoting circular resource utilization.
During the year, we commissioned a new 8 ft x 4 ft production line at our Velapur manufacturing facility, significantly enhancing our production capacity and operational efficiency. We also expanded our product portfolio with the introduction of EcoPallets, EcoHeatLogs, EcoDoor, and Eco HDUMR Boards, strengthening our presence across diverse domestic and international applications.
Our EcoBuild products continue to gain acceptance in global markets, transforming agricultural residue sourced from Indian farmers into high-value sustainable products. This not only supports rural livelihoods but also generates valuable export revenues for the country. To better serve varied customer requirements, the EcoBuild portfolio is organized into two key product categories:
• EcoVittol Boards - A range of high-quality particle boards widely used in the manufacture of everyday
furniture, interior applications, and modular furnishings, offering an environmentally responsible alternative to conventional wood-based panels.
• EcoBoard Range - A premium portfolio comprising High-Density Boards, Door Filler Boards, and HDUMR (High-Density Ultra Moisture Resistant) Boards, designed for applications requiring superior strength, durability, and moisture resistance, making them suitable for doors, cabinetry, and other demanding interior and construction applications.
This strengthened product portfolio reinforces EcoBuild's commitment to innovation, sustainability, and delivering high-performance building solutions that meet the evolving needs of customers in India and across global markets.
EcoEnergy Division
As part of our commitment to sustainable energy solutions, we witnessed a strong rise in demand for our Eco Energy plants. These plants are designed to produce Bio-CNG, a clean and sustainable alternative to fossil fuels. By using agricultural residues and other waste materials, our plants generate renewable bio-energy, support energy self-sufficiency, and drive environmental sustainability.
Our focus on building and scaling these Eco Energy plants places us at the forefront of advancing sustainable biofuel production, in line with global and national climate action goals.
Looking ahead, we remain dedicated to innovation, expansion, and investment in sustainable energy. Our mission is to contribute meaningfully to a greener and more resilient future.
EcoYou: Conscious Innovation
With over three decades of pioneering work in sustainable building materials and bio-energy solutions, we are entering a new phase of expansion and success. To mark this evolution, we are unifying all our offerings under a single identity—EcoYou.
Under the EcoYou brand, we will continue to serve our customers through three specialized divisions:
• Build: Sustainable building materials
• Energy: Bio-energy solutions
• Life: Products for Hospitality, Health Care,
Commercial spaces, and more
Outlook
The Company remains committed towards innovation- led growth through sustainable technologies. The management expects increasing opportunities arising from Government initiatives promoting renewable energy, circular economy, biofuels, carbon neutrality and
environmentally sustainable construction materials
3. DIVIDEND
In view of the accumulated losses and with a view to conserve resources for future business growth, Board of Directors have not recommended any dividend for the Financial Year ended March 31, 2026.
4. TRANSFER TO RESERVES
In view of the losses incurred during the Financial Year, no amount has been transferred to the General Reserve.
5. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2026 is available on the Company's website at: https://ecoyou.in/investor-relations/
6. SHARE CAPITAL
During the Financial Year under review, the Company undertook significant capital restructuring by increasing its authorised share capital and successfully completing a preferential issue of Equity Shares. These initiatives were undertaken to strengthen the Company's capital base and support its future business growth.
6.1 Increase in Authorised Share Capital:
Pursuant to the provisions of Sections 13, 61 and other applicable provisions of the Companies Act, 2013, the Authorised Share Capital of the Company was increased from ^ 32,00,00,000/- (Rupees Thirty-Two Crores Only) divided into 3,20,00,000 Equity Shares of ^ 10/- each and 2,00,000 Cumulative Redeemable Preference Shares of ^ 100/- each to ^ 34,50,00,000/- (Rupees Thirty-Four Crores Fifty Lakhs Only) divided into 3,45,00,000 Equity Shares of ^ 10/- each and 2,00,000 Cumulative Redeemable Preference Shares of ^ 100/- each by creation of 25,00,000 additional Equity Shares of ^ 10/- each.
The Members of the Company approved the increase in Authorised Share Capital and the consequent alteration of the Capital Clause of the Memorandum of Association at the Extra-Ordinary General Meeting held on November 07, 2025.
6.2 Preferential Issue of Equity Shares:
During the Financial Year, the Company successfully completed a preferential issue of Equity Shares on a private placement basis in accordance with the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SeBI ICDR Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and other applicable statutory provisions.
Pursuant to the approval of the Members and after obtaining the necessary statutory and regulatory approvals, the Company allotted 34,41,417 Equity Shares having a face value of ^ 10/- each at an issue price of ^ 33.50 per Equity Share, comprising ^ 10/- towards face value and ^ 23.50 towards Securities Premium, on January 10, 2026.
The Equity Shares so allotted rank pari passu in all respects with the existing Equity Shares of the Company, including voting rights, dividend entitlement and all other corporate benefits.
6.3 Paid-up Share Capital:
Consequent upon the aforesaid preferential allotment, the paid-up Equity Share Capital of the Company increased from ^ 22,96,53,230/- comprising 2,29,65,323 Equity Shares of ^ 10/- each to ^ 26,40,67,400/- comprising 2,64,06,740 Equity Shares of ^ 10/- each.
6.4 Rights of Equity Shareholders:
The Company has only one class of Equity Shares having a face value of ^10/- each. Each Equity Share carries one vote. The holders of Equity Shares are entitled to receive dividends, as and when declared by the Company, in accordance with the provisions of the Companies Act, 2013. In the event of liquidation, the Equity Shareholders are entitled to receive the remaining assets of the Company after payment of all preferential amounts, in proportion to their shareholding.
7. LISTING OF EQUITY SHARES:
The Equity Shares of the Company continue to be listed on BSE Limited ("BSE"). The Company has complied with all applicable requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the Listing Agreement entered into with BSE.
The details of the Company's listed securities are as follows:
The annual listing fee for the Financial Year 2025-26 has been duly paid to BSE.
The Board confirms that the Company's Equity Shares remained listed and actively traded on BSE throughout the Financial Year under review.
8. CHANGE IN NATURE OF BUSINESS:
During the Financial Year under review, there was no change in the nature of the business of the Company.
The Company continued to operate in its existing business segments comprising the manufacturing of eco-friendly particle boards and the design, engineering, manufacture and supply of process systems, plants and equipment for bio-energy, environmental and industrial applications.
No business activity was discontinued, acquired or diversified requiring disclosure under the applicable provisions of the Companies Act, 2013 or the SEBI Listing Regulations.
9. DETAILS OF HOLDING/ SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Associate or Joint Venture Company within the meaning of the Companies Act, 2013.
Accordingly, the provisions relating to consolidation of financial statements; preparation of Form AOC-1; disclosure relating to performance and financial position of Subsidiaries, Associates and Joint Ventures, are not applicable to the Company during the Financial Year under review.
10. PARTICULARS OF LOANS, ADVANCES, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are disclosed in the Notes forming part of the Standalone Financial Statements.
During the Financial Year under review, the Company has not granted any loan to Directors or other persons in whom Directors are interested under Section 185 of the Companies Act, 2013.
Further, the Company has not provided any guarantee or
security nor made any investment requiring disclosure under Section 186 of the Companies Act, 2013, except as disclosed in the Financial Statements.
The disclosures required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also form part of the Notes to the Financial Statements.
11. MATERIAL EVENTS DURING THE FINANCIAL YEAR:
During the Financial Year under review, the Company undertook several significant initiatives and corporate actions which strengthened its operational capabilities and capital structure. The key developments during the year are summarized below:
11.1 Increase in Authorised Share Capital
The Members of the Company approved the increase in the Authorised Share Capital of the Company from 32,00,00,000/- to 34,50,00,000/- at the ExtraOrdinary General Meeting held on November 07, 2025. Consequent upon the approval of the Members, the Capital Clause of the Memorandum of Association of the Company was altered accordingly.
11.2 Preferential Issue of Equity Shares
During the Financial Year, the Company successfully completed a preferential issue of 34,41,417 Equity Shares of face value 10/- each at an issue price of 33.50 per Equity Share, aggregating to approximately 11.53 Crores, in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. The preferential issue has strengthened the Company's capital base and enhanced its financial resources for future growth.
11.3 Expansion of Manufacturing Capacity
During the financial year, the Company achieved a significant milestone by commissioning a new 8 ft x 4 ft production line at its Velapur manufacturing facility under the EcoBuild Division. This strategic capacity expansion enhances the Company's manufacturing capabilities, improves operational efficiency, and strengthens its ability to meet the growing demand for sustainable building materials in both domestic and international markets.
The expanded manufacturing infrastructure supports the production of the Company's broad portfolio of ecofriendly boards and value-added products, including the EcoVittol Board range of particle boards for furniture applications, as well as the premium EcoBoard portfolio comprising High-Density Boards, Door Filler Boards, and HDUMR (High-Density Ultra Moisture Resistant) Boards.
The additional production capacity also facilitates the commercialization of newly introduced products such as EcoPallets, EcoHeatLogs, EcoDoor, and Eco HDUMR Boards, enabling the Company to cater to diverse customer requirements across construction, furniture, logistics, and industrial sectors.
This expansion reinforces the Company's long-term growth strategy by increasing production capacity, improving economies of scale, enhancing export potential, and furthering its commitment to replacing conventional high-carbon materials such as steel, gypsum, and cement with sustainable agro-fibre- based alternatives. The initiative also strengthens the Company's contribution to the circular economy by creating greater value from agricultural residues while supporting Indian farmers and generating export revenues for the country.
11.4 Launch of New Products
During the financial year, the Company expanded its EcoBuild product portfolio with the launch of EcoPallets, EcoHeatLogs, EcoDoor, and Eco HDUMR Boards. These innovative products strengthen the Company's sustainable product offerings and cater to the evolving needs of domestic and international markets.
11.5 Growth in EcoEnergy Business
The EcoEnergy Division witnessed encouraging business growth during the year with increasing market demand for Bio-CNG, compressed bio-gas (CBG) plants, condensate polishing units and other environmentally sustainable process solutions. The Company continues to focus on developing innovative technologies supporting renewable energy and circular economy initiatives.
11.6 Strengthening of the Board
During the Financial Year, upon completion of the second consecutive term of two Independent Directors, the Board inducted Mrs. Geeta Chandrakant Kakade (DIN: 02503623) and Mr. Ram Mohan Bobbili (DIN: 05336562) as Independent Directors, subject to the approval of the Members. The Board places on record its appreciation for the valuable contribution made by the outgoing Independent Directors during their tenure.
The above initiatives reflect the Company's continued commitment towards sustainable growth, strengthening of corporate governance, operational excellence and long-term value creation for all stakeholders.
12.DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company comprises an optimum combination of Executive, Non-Executive and Independent Directors, ensuring an appropriate balance of skills, experience, expertise, diversity and
independence in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As on 31st March, 2026, the Board consisted of six Directors, comprising:
• Two Executive Directors;
• One Non-Executive Woman Director; and
• Three Independent Directors.
The composition of the Board is in conformity with the requirements of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.
None of the Directors of the Company is disqualified from being appointed as a Director under Section 164 of the Companies Act, 2013.
A. Changes in Directors and Key Managerial Personnel
During the Financial Year under review, the following changes took place in the composition of the Board of Directors and the Key Managerial Personnel of the Company:
Retirement by Rotation
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Praveen Kumar Raju Gottumukkala (DIN: 05180152), Whole-time Director and CFO, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.
Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment for approval of the Members.
Completion of Tenure of Independent Directors
The second consecutive term of Mr. Siva Sankar Kalive (DIN: 07354617) as an Independent Director was completed on November 13, 2025, and consequently, he ceased to hold office upon completion of his tenure.
The Board places on record its sincere appreciation for his valuable guidance, leadership and contribution during his association with the Company.
Similarly, the second consecutive term of Mr. Veeravenkata Rama Raju Penmetsa (DIN: 07464714) as an Independent Director was completed on November 13, 2025, and he ceased to hold office upon completion of his tenure.
The Board records its deep appreciation for his significant contribution and dedicated services rendered to the Company during his tenure.
Appointment of Independent Directors
Based on the recommendation of the Nomination and Remuneration Committee, the Board appointed:
Mrs. Geeta Chandrakant Kakade (DIN: 02503623) and Mr. Ram Mohan Bobbili (DIN: 05336562) as Independent Directors of the Company for a period of five consecutive years commencing from January 19, 2026, subject to approval of the Members.
The Board is confident that their rich experience, professional expertise and independent judgment will strengthen the governance framework of the Company.
Changes in Key Managerial Personnel
Subsequent to the close of the Financial Year, CS Tanuja Anand Deshpande resigned from the office of Company Secretary & Compliance Officer with effect from April 06, 2026.
The Board places on record its sincere appreciation for the valuable services rendered by her during her tenure with the Company and wishes her success in all her future endeavours.
Further, CS Ritu Nandkumar Mandore was appointed as the Company Secretary & Compliance Officer of the Company with effect from May 23, 2026.
The Board extends a warm welcome to her and wishes her a successful association with the Company.
Except as stated above, there were no other changes in the composition of the Board of Directors or the Key Managerial Personnel during the Financial Year under review and up to the date of this Report.
B. Declaration by an Independent Director(s)
The Company has received the necessary declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) and Section 149(7) of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013.
The Board is of the opinion that all the Independent Directors possess the requisite, expertise, experience (including proficiency wherever applicable) and fulfil the conditions specified under the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the Management.
The Independent Directors have also confirmed that they have registered their names in the Independent Directors' Databank maintained by the Indian Institute
of Corporate Affairs ("IICA"), wherever applicable.
C. Familiarization Program for Independent Directors
All Independent Directors inducted to the Board undergo an orientation programme to familiarize themselves with the Company, its business, operations, industry, and regulatory environment. Details of the familiarization programmes imparted to the Independent Directors are provided in the Corporate Governance Report. At the time of appointment, each Independent Director is issued a formal letter of appointment setting out his/her role, functions, duties, and responsibilities. The Policy on Familiarization of Independent Directors is available on the Company's website at https://ecoyou.in/investor- relations/
D. Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, the performance of its committees and that of the individual Directors.
The evaluation was conducted through a structured evaluation process based on criteria such as the composition and effectiveness of the Board and its Committees, strategic guidance, governance practices, participation in meetings, quality of deliberations, decision-making process, professional expertise, contribution towards business objectives and safeguarding the interests of stakeholders.
The Independent Directors, in their separate meeting held during the year, evaluated the performance of the Non-Independent Directors, the Chairperson of the Company and the Board as a whole, in accordance with the provisions of Schedule IV to the Companies Act, 2013 and the SEBI Listing Regulations.
The Board is satisfied with the effectiveness of its functioning, the performance of its committees and the contribution made by each Director during the Financial Year under review.
13.POLICY ON DIRECTOR'S APPINTMENT AND REMUNERATION
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Nomination and Remuneration Policy laying down the criteria for appointment, re-appointment, qualifications, positive attributes, independence of Directors, evaluation of Directors' performance and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.
The objective of the Policy is to ensure that the Board
comprises an appropriate balance of Executive, Non-Executive and Independent Directors possessing diverse skills, experience and expertise required for effective governance of the Company.
The remuneration paid to the Directors, Key Managerial Personnel and Senior Management Personnel is in accordance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and the Nomination and Remuneration Policy of the Company.
The Nomination and Remuneration Policy is available on the Company's website at https://ecoyou.in/investor- relations/
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, confirm that:
a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2026, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any;
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 state of affairs of the Company as at March 31, 2026 and of the loss of the Company for the year ended on that date;
c) 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 annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
15. MEETINGS OF THE BOARD OF DIRECTORS:
During the Financial Year 2025-26, Seven (7) meetings of the Board of Directors were held in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The intervening gap between any two consecutive Board Meetings did not exceed the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
The attendance of the Directors at the Board Meetings held during the Financial Year and at the previous Annual General Meeting is given below:
The necessary quorum was present at all the meetings. The Board met at regular intervals to review the Company's performance, approve strategic business decisions, consider financial results, review the internal control framework, evaluate risk management practices and deliberate on various statutory and operational matters affecting the Company's business.
16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, there was no unpaid or unclaimed dividend or any other amount required to be transferred to the Investor Education and Protection Fund (IEPF) during the Financial Year under review.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX EARNING AND OUTGO
The Company remains committed to sustainable business practices through efficient utilization of natural resources, conservation of energy and continuous technological advancement.
During the Financial Year, the Company continued to undertake various initiatives aimed at improving operational efficiency, reducing energy consumption and promoting environmentally sustainable manufacturing practices. These initiatives included modernization of production facilities, optimization of utilities and adoption of energy-efficient equipment.
The Company also continued its focus on the development of eco-friendly products and technologies that support circular economy principles and carbon reduction initiatives.
The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed to this Report as Annexure B.
18. 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 between the end of the Financial Year to which the Financial Statements relate and the date of this Report.
19. RISK MANAGEMENT
The Company has established a comprehensive Risk Management Framework for identification, assessment,
monitoring and mitigation of strategic, operational, financial, regulatory and business risks.
The Risk Management Framework enables the Company to proactively identify potential risks, evaluate their impact and implement appropriate mitigation measures to safeguard the interests of all stakeholders.
The major risks identified by the Management include:
• Market and business risks;
• Financial and liquidity risks;
• Operational risks;
• Regulatory and compliance risks;
• Supply chain and raw material risks;
• Information technology and cyber security risks; and
• Environmental, health and safety risks.
The Board periodically reviews the Company's risk management framework to ensure that appropriate systems are in place for effective risk mitigation and business continuity.
20. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has established adequate internal financial controls commensurate with the nature, size and complexity of its business.
These controls are designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.
The Audit Committee periodically reviews the adequacy and effectiveness of the internal financial control systems and monitors implementation of audit recommendations.
Based on the evaluation carried out by the Management, Internal Auditors, Statutory Auditors and the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and operating effectively during the Financial Year under review.
For further details, Members are requested to refer to the Management Discussion and Analysis Report forming part of this Annual Report.
21. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL)
ACT, 2013
The Company is committed to providing a safe, secure and respectful workplace free from discrimination and sexual harassment.
The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted an Internal Committee in accordance with the requirements of the said Act.
During the Financial Year under review, the status of
22. DISCLOSURE REGARDING COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company complies with the provisions of the Maternity Benefit Act, 1961, and provides adequate facilities and support in accordance with statutory requirements. During the financial year under review, there were no eligible women employees to whom maternity benefits were required to be granted under the said Act.
23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through its Whistle Blower Policy to provide a formal mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Company's Code of Conduct or any other misconduct.
The Vigil Mechanism provides adequate safeguards against victimisation of persons who use the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate cases.
During the Financial Year under review, no person was denied access to the Audit Committee.
The Whistle Blower Policy is available on the Company's website at https://ecoyou.in/investor-relations/
24. EMPLOYEE DIVERSITY
The Company believes that a diverse and inclusive workforce contributes significantly to organizational effectiveness and sustainable growth.
The gender-wise employee strength as on March 31, 2026 was as follows:
25. MANAGERIAL REMUNERATION
The disclosures relating to remuneration of Directors, Key Managerial Personnel and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure B, which forms an integral part of this Board's Report.
26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Annexure C to this Board's Report.
During the Financial Year under review, no employee was in receipt of remuneration exceeding the limits prescribed under the aforesaid Rules.
27. DEPOSITS
The Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 during the Financial Year under review. Accordingly, no amount of principal or interest remained outstanding as on March 31,2026.
28. CODE OF CONDUCT
The Company has adopted a Code of Conduct for its Directors and Senior Management Personnel in accordance with the requirements of the SEBI Listing Regulations. All the Directors and Senior Management Personnel have affirmed compliance with the Code for the Financial Year ended 31st March, 2026.
The Company has also adopted a Code of Conduct for
Prevention of Insider Trading in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. Appropriate procedures including maintenance of a Structured Digital Database have been implemented to ensure compliance with the said Regulations.
29. CORPORATE GOVERNANCE
Being a listed entity, the Company is committed to maintaining the highest standards of Corporate Governance. A separate Report on Corporate Governance together with the Certificate from the Practicing Company Secretary confirming compliance with the requirements of the SEBI Listing Regulations forms part of this Annual Report.
The Management Discussion and Analysis Report, as required under Schedule V of the SEBI Listing Regulations, also forms part of this Annual Report.
30. SECRETARIAL STANDARDS
The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India relating to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered into during the Financial Year were in the ordinary course of business and on an arm's length basis.
There were no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons that may have had a potential conflict with the interests of the Company.
The particulars of contracts or arrangements with Related Parties in Form AOC-2 are annexed to this Report as Annexure D.
The Policy on Related Party Transactions is available on the Company's website.
32. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Chaturvedi S. K. & Fellows LLP, Chartered Accountants (Firm Registration No. 112627W/W100843 ), were appointed as the Statutory Auditors of the Company at the 31st Annual General Meeting held on September 30, 2022 , to hold office for a term of five consecutive years until the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2027.
The Statutory Auditors have audited the Standalone
Financial Statements of the Company for the Financial Year ended March 31, 2026.
The Statutory Auditors' Report forms part of this Annual Report. The audit opinion expressed by the Statutory Auditors is unmodified and does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors have, however, included Emphasis of Matter paragraph(s) in their report, drawing attention to certain matters as more fully described therein. The said Emphasis of Matter paragraph(s) do not modify the audit opinion.
33. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Board of Directors has appointed M/s. SD Kolhe & Company, Practicing Company Secretaries, Pune , as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from FY 2025-26 up to FY 2029-30 , subject to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
The Secretarial Audit Report for the Financial Year ended March 31, 2026, issued in Form MR-3 , forms part of this Board's Report as Annexure A.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate issued by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance forms part of the Corporate Governance Report forming part of this Annual Report.
34. COMMENTS ON OBSERVATIONS ON SECRETARIAL AUDIT REPORT
The observations made by the Secretarial Auditor have been suitably explained by the management. Necessary corrective measures have been initiated to strengthen the compliance framework and prevent recurrence wherever applicable.
35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, as stipulated under the SEBI Listing Regulations, forms part of this Annual Report as Annexure E.
36. COMMITTEES OF THE BOARD
The Board has constituted the following Committees in accordance with the Companies Act, 2013 and the SEBI Listing Regulations:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
The composition, terms of reference and meetings of these Committees are provided in the Corporate Governance Report. All recommendations made by the Committees during the Financial Year were accepted by the Board.
37. BOARD DIVERSITY
The Company believes that diversity at the Board level enhances decision-making and promotes sound Corporate Governance. The Board Diversity Policy is available on the Company's website.
Further details are provided in the Corporate Governance Report.
38. REPORTING OF FRAUDS BY AUDITORS
During the Financial Year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported any instance of fraud under Section 143(12) of the Companies Act, 2013.
39. MAINTENANCE OF COST RECORDS
Since the Company is not covered under the section 148(1) of Companies Act, 2013, therefore the maintenance of cost records is not required.
40. INDUSTRIAL RELATIONS
Industrial relations continued to remain cordial throughout the Financial Year. The Board places on record its appreciation for the continued commitment, dedication and support extended by all employees.
41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
There were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.
42. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company during the Financial Year under review.
43. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
No application was made nor were any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year.
44. VALUATION FOR TIME OF ONETIME SETTLEMENT
Since the Company has not entered into any one-time settlement with any Bank or Financial Institution during the Financial Year, disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is not applicable.
45. GENERAL
The Directors further confirm that there are no other material disclosures, commitments or events required to be reported under the provisions of the Companies Act, 2013, the Rules made thereunder or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have not been disclosed elsewhere in this Board's Report or the Financial Statements forming part of the Annual Report.
46. ACKNOWLEDGEMENTS AND APPRECIATION
The Board of Directors places on record its sincere appreciation for the continued support and confidence extended by the Company's shareholders, customers, suppliers, bankers, financial institutions, business associates, regulatory authorities and all other stakeholders.
The Board also expresses its heartfelt appreciation to all employees for their dedication, commitment and valuable contribution towards the growth and success of the Company.
The Directors look forward to the continued support of all stakeholders as the Company pursues its long-term vision of sustainable growth and value creation.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF ECOBOARD INDUSTRIES LIMITED
Sd/-
Rama Krishna Raju Gottumukkala Managing Director & CEO (Chairman) DIN:01516984
Place: Pune Date: 04.09.2026
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