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EQUITY - MARKET SCREENER

Jiya Eco-Products Ltd
Industry :  Miscellaneous
BSE Code
ISIN Demat
Book Value()
539225
INE023S01016
8.7164678
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
JIYAECO
0
10.86
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Aug 29, 2026 10:33 PM

To Dear Members ,

Your Directors hereby present the 15 th Annual Report on business and operations of the Company along with the Audited Statement of Accounts for the financial year ended March 31, 2026.

I. FINANCIAL RESULTS OF OUR OPERATIONS:

In compliance with the provisions of the Companies Act, 2013 ('Act'), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') the Company has prepared its financial statements as per Indian Accounting Standards (Ind AS) for the FY 2025-26. The highlights of the financial results of the Company, extracted from the financial statements for the FY 2025-26 are as under:

(Rs. In Lakhs)

PARTICULARS 31 March, 2026 31 March, 2025
Total Income 0.00 2.66
Total Expenditure 47.25 106.71
Profit/(loss) before exceptional items & Tax (47.25) (104.05)
Exceptional items 1,521.40 0.00
Profit before tax 1,474.15 (104.05)
Tax Expenses: Current Tax 0.00 0.00
Short / (Excess) tax for prior year/s 0.00 0.00
Deferred Tax 0.00 0.00
Net Profit/(Loss) After Tax 1,474.15 (104.05)

II. CONSOLIDATED FINANCIAL RESULTS OF THE COMPANY:

The Consolidated Financial Statements of the Company and its Subsidiary and Associates companies, prepared in accordance with the Companies Act, 2013 and applicable Accounting Standards along with all relevant documents and the Auditors ' Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its associates Companies:

(Rs. In Lakhs)

PARTICULARS 31 st March, 2026 31 st March, 2025
Total Income 0.00 2.66
Total Expenditure 47.25 106.71
Profit/(loss) before exceptional items & Tax (47.25) (104.05)
Exceptional items 1,521.40 0.00
Profit/(loss) before tax 1,474.15 (104.05)
Tax Expenses: Current Tax 0.00 0.00
Short / (Excess) tax for prior year/s 0.00 0.00
Deferred Tax 0.00 0.00
Net Profit/(Loss) After Tax 1,474.15 (104.05)

III. DIVIDEND:

The Board of Directors does not recommend any dividend for the year ended 31 st March, 2026.

IV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Regulation 34(2)(e) read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith vide ANNEXURE I and forms an integral part of this Annual Report.

V. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD ' S REPORT PURSUANT TO

SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

1. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2025 is available on Company ' s website at www.jiyaeco.co.in .The same can be accessed by clicking on the web linkhttps://jiyaeco.co.in/agm/

2. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

During the financial year under review, 12 (Twelve) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Details of Meetings are given below:

Sr. No. Date of Meeting
1. 17 th April, 2025
2. 12 th May,2025
3. 26 th May, 2025
4. 30 th May, 2025
5. 21 st June, 2025
6. 14 th August, 2025
7. 6 th November, 2025
8. 14 th November, 2025
9. 21 st November, 2025
10. 11 th February, 2026
11. 12 th February, 2026
12. 31 st March, 2026

Post CIRP, all the board meetings were held in compliance with section 173 of the Companies Act, 2013 as the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015.

3. CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY

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

4. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31 st March 2026, the applicable accounting standards have been followed and there were no material departures;

b. the directors had selected accounting policies as mentioned in the Notes forming part of the Financial Statements and applied them consistently. Further 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 at the end of the financial year and Profit of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions this Act 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. proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively;

f. proper systems to ensure compliance with the provisions of all applicable laws and that such and systems were adequate operating effectively.

5. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL:

The Company's Board have optimum combination of executive and non-executive directors which is in conformity with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 with considerable experience and expertise across a range of fields such as finance, accounts, general management and business strategy.

The following changes took place in the composition of Board of Directors/ Key Managerial Personnel of your Company during the Financial Year 2025-26.

Appointment of Directors (by the Monitoring committee in its meeting held on 26.12.2024):

Name Designation Date of Appointment
Mr. Pradeep Khandagale Director 26-12-2024
Mrs. Rajashri Khandagale Director 26-12-2024

Appointment of Directors (by the Borad of Directors in its meeting held on17.04.2025):

Name Designation Date of Appointment
Mr. Nilesh Tiwari Independent Director 17-04-2025

Appointment of Directors (by the Borad of Directors in its meeting held on 12.05.205.):

Name Designation Date of Appointment
Mr. Mehul Ranade Independent Director 12-05-2025
Mrs. Ranuka Borole Independent Director 12-05-2025

Cessations (deemed resignation of the Director(s) of the Company) w.e.f 12.05.2025:

Name Designation Date of Resignation
Mr. Yogeshkumar Chimanlal Patel Managing Director 12-05-2025
Ms. Hetalben Bhaveshbhai Kakadiya Woman Non-Executive Director 12-05-2025
Mr. Nimish Hemantkumar Jani Independent Director 12-05-2025
Mr. Tushar Hasmukhrai Patel Independent Director 12-05-2025
Mr. Bhavesh Jivrajbhai Kakadiya Managing DirectoR 12-05-2025
Change in Designation of Director
Name Designation Date of Appointment
Mr. Pradeep Khandagale Whole Time Director 26-05-2025

Appointment of Key Managerial Personnel:

Name Designation Date of Appointment
Mr. Swapnil Mhaske Chief Financial Officer 31-03-2026
Ms. Mayura Tagare Company Secretary and Compliance Officer 31-03-2026

6. DETAILS OF DIRECTOR TO BE APPOINTED/RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING:

1. Mrs. Rajashri Khandagale (DIN: 02545231), Non-executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

7. DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 FROM THE INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of the Independence as provided in Section 149(6) of the Companies Act, 2013 and rules made there under.

8. BOARD ' S OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF INDEPENDENT DIRECTORS:

In the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

Further, the Board also states that Independent Directors are the persons of integrity and have adequate experience to serve as Independent Directors of the Company.

9. DISCLOSURES UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. One Crore and Two lakh per annum or Rs. Eight lakh and fifty thousand per month during the year ended 31 st March, 2026.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable for the financial year 2025-26.

10. PERFORMANCE EVALUATION:

Regulation 4(2)(f)(ii) (9) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. Also, 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. In addition, Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination & Remuneration Committee to lay down the evaluation criteria for the performance of Executive/Non-Executive/Independent Directors.

11. AUDITORS:

a) Statutory Auditors

M/s D R B S V AND ASSOCIATES, Chartered Accountants, Pune (ICAI Firm Registration Number-122260W) were appointed as a Statutory Auditors of the Company to hold office for the period of 5 (Five) consecutive years from the conclusion 14 th Annual General Meeting till the conclusion of 19 th Annual General Meeting to be held in the financial year 2030-31.

b) Secretarial Auditors

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Board ' s report, a Secretarial Audit Report given by a Company Secretary in practice, in Form MR-3.

The Board of Directors has appointed M/S S D KOLHE & CO, Practicing Company Secretary, CS Satish Kolhe, Proprietor the Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2025-26 and their report is annexed to this Board report as

ANNEXURE II.

12. AUDITORS REPORT:

The Statutory Auditors ' Report has made qualifications in the Statutory Auditors Report as per Companies (Auditors Report) Order 2020 which are mentioned in detail in point No. 14 of the Board ' s Report.

13. FRAUD REPORTING BY AUDITORS:

The Auditor of the company in the course of the performance of his duties as auditor has not found any fraud committed by its officers or employees during the financial year 2025-26. However, no fraud reporting made by the Auditor to the Board of Directors of the company under section 143(12) of the Companies Act, 2013.

14. EXPLANATION OR COMMENTS ON REMARKS MADE BY THE STATUTORY AUDITORS AND THE

SECRETARIAL AUDITORS IN THEIR REPORTS:

Observations in Statutory Audit Report:

1. The Statutory Auditors have given following comments in their Audit Report under " Emphasis of Matter "

We draw attention to the following matters in the Standalone Ind AS financial statements: a. We draw attention to Note 27.12 and 27.13 to the Standalone Ind AS financial statements, which describes impairment of assets and derecognition of liabilities during the year as per resolution plan. Our opinion is not modified in respect of this matter.

b. We draw attention to Note 27.07 to the Standalone Ind AS financial statements, which describes reduction in Share Capital and infusion of funds by Resolution Applicants. Our opinion is not modified in respect of this matter. "

Management Response: a) IMPLEMENTATION OF THE RESOLUTION PLAN:

The Resolution Plan in respect of the Company was approved by the Hon ' ble National Company Law Tribunal, Ahmedabad Bench, by its order dated 11 December 2024. The said order is not subject to any appeal, challenge or stay. The new management assumed control of the Company in April 2025.

The substantive implementation of the Resolution Plan, including the transfer of control to the new management, has been completed. The accounting effects arising from the Resolution Plan, including the extinguishment or derecognition of certain liabilities and provisions and the reassessment or impairment of certain assets, have been duly recognised in the financial statements.

Certain consequential and procedural matters, including applicable payments, statutory filings, asset-transfer formalities and listing-related compliances, are in the process of being completed. The Board is monitoring these matters and taking the necessary steps for their completion.

b) CHANGE IN SHARE CAPITAL

Pursuant to the Resolution Plan approved by the Hon ' ble National Company Law Tribunal and the resolution passed by the Board of Directors on 6 November 2025, the entire existing paid-up equity share capital comprising 3,00,73,262 equity shares of 10 each was cancelled and reduced.

Thereafter, 1,06,314 equity shares of 100 each, aggregating to 1,06,31,400, were allotted for cash on 6 November 2025 to the Resolution Applicant/new promoter group and the eligible existing public shareholders in accordance with the approved Resolution Plan. The allotment was reported in Form PAS-3 as an allotment under the category " Others As per approved Resolution Plan " .

2. Remark in Annexure A to Independent Auditor ' s Report (Point No. xvii)

" The Company has incurred cash losses of Rs. 47.25 Lakhs during the financial year under report and Rs. 32.76 Lakhs in the immediately preceding financial year. "

Management Response

STATE OF AFFAIRS, CASH LOSSES AND REVIVAL PLAN

The Company remained non-operational during the financial year 2025 26 as the new management was engaged in taking over the affairs of the Company and implementing the Resolution Plan approved by the Hon ' ble National Company Law Tribunal.

As reported by the Statutory Auditors, the Company incurred cash losses of 47.25 lakh during the financial year 2025 26, as compared with 32.76 lakh during the preceding financial year. The losses principally arose from statutory dues, legal and professional expenses, audit fees and other administrative expenditure incurred during the transition and implementation period.

The profit reported for the year arose primarily from the accounting effects of the Resolution Plan and the exceptional items recognised in the financial statements and did not arise from normal business operations.

The Company has not commenced commercial operations after the end of the financial year. The management proposes to undertake a detailed review and valuation of the Company ' s assets and evaluate commercially viable opportunities for recommencement of operations during the financial year 2026 27. On the basis of the outcome of such review, the management will be able to take an informed decision on the business operations of the Company.

Until operating revenues commence, the working-capital requirements and operating expenditure of the Company are proposed to be funded through capital infusion and financial support from the promoters.

The qualifications, reservations or adverse remarks made by the Statutory Auditors in the Statutory Audit Report (Standalone Financial Statements) for FY 2025-26 as per Companies (Auditors Report) Order 2020 as follows:

3. " xiv) In our opinion and based on our examination, the provisions of section 138 of the Companies Act, 2013 relating to internal audit are applicable to the company. However, the Company has not appointed an internal auditor during the year as required under Section 138 of the Companies Act, 2013. "

Management Response:

The Board has taken note of the observation of the Statutory Auditors regarding the non-appointment of an internal auditor during the financial year ended 31 March 2026.

Following the approval of the Resolution Plan by the Hon ' ble National Company Law Tribunal, the process of handing over the affairs, records and operations of the Company to the new management was underway during the financial year. Owing to this transitional process, an internal auditor could not be appointed during the year.

The Board, at its meeting held on 29 May 2026, appointed M/s SRA and Co., Chartered Accountants, Pune as the Internal Auditors of the Company for the financial year 2026 27.

4. h)(6) " Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which has a feature of recording audit trail (edit log) of each transaction. However, the audit trail (edit log) facility has not been enabled by the Company during the year. "

Management Response:

The Board has taken note of the observation of the Statutory Auditors regarding the audit-trail facility in the accounting software used by the Company.

During the financial year ended 31 March 2026, the Company maintained its books of account using Tally ERP based on the accounting data and backup handed over by the Resolution Professional pursuant to the change in management under the Resolution Plan. During the handover and transition process, the configuration of the audit-trail/edit-log facility was not verified and, consequently, the facility remained disabled throughout the financial year.

Access to the accounting system was restricted to authorised personnel, and daily backups of the accounting data were maintained as compensating controls. The audit-trail/edit-log facility has subsequently been enabled with effect from 1 April 2026.

Observations in Secretarial Audit Report:

The observations/qualifications made by the Secretarial Auditor of the Company are set out in Annexure I to the Secretarial Audit Report, which forms part of Annexure II to the Board ' s Report.

15. COMPOSITION OF THE AUDIT COMMITTEE:

Post CIRP and suspension of the erstwhile Board w.e.f. 12 th May, 2025, the Board had reconstituted Audit committee with members as mentioned below, to enable better management of the affairs of the Company, with terms of reference in line provisions of Section 177 of the Companies Act, 2013 and to comply with Regulation 18 of SEBI (LODR) Regulations, 2015.

The Composition of the Committee is as under:

Sr. no. Name of the Committee Members Designation in the committee
1. Mr. Nilesh Tiwari Chairman
2. Mr. Mehul Ranade Member
3. Mrs. Renuka Borole Member
4. Mr. Pradeep Khandagale Member

16. VIGIL MECHANISM:

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has established a vigil mechanism that enable the directors and Employees to report genuine concerns. The vigil mechanism provides for: a. Adequate safeguard against victimization of person who use the mechanism; b. Direct access to the chairman of Audit Committee of the Board of the Directors of the Company in appropriate cases

17. STATE OF COMPANY ' S AFFAIRS AND BUSINESS OVERVIEW:

Discussion on state of Company ' s affairs and business overview has been covered in the Management Discussion and Analysis Report, forming part of this Annual Report.

18. CHANGES IN SHARE CAPITAL:

Consolidation of its share capital:

During the period under review, in order to comply with the the Order of the Hon ' ble National Company Law Tribunal, Ahmedabad dated 11.12.2024, the members of the Company in their meeting held on 22 nd December, 2025 had approved the consolidation of its share capital into shares of a larger amount than its existing shares i.e. 3,20,00,000 (Three Crore Twenty Lakh) equity shares of the nominal value of Rs. 10/- each (Rupees Ten Only) in the authorized share capital of the Company into 32,00,000 (Thirty-Two Lakh) equity shares of Rs.100/- (Rupees Hundred Only) each.

Reduction of share capital:

In accordance with the Resolution Plan approved by the Hon ' ble National Company Law Tribunal (NCLT), Ahmedabad Bench vide its Order dated 11 th December, 2024, the Board of Directors of the Company in their meeting held on 6 th November, 2025 has approved the capital reduction of entire existing equity share capital i.e. Equity Shares consisting 3,00,73,262 Equity Shares of Rs. 10/- each amounting to Rs. 30,07,32,620/.

Post such capital reduction, the revised paid-up share capital and no of shares of the company stand at Rs. 1,06,31,400/- divided into 1,06,314 Equity share of Rs. 100/- Each.

Accordingly, the issued, subscribed and paid-up share capital of the Company as on 31 st March, 2026 is Rs. 1,06,31,400/- (Rupees One Crore Six Lakh Thirty-One Thousand Four Hundred Only) comprising of 1,06,314 (One Lakh Six Thousand Three Hundred and Fourteen) equity shares of Rs. 100/- each.

The Company did not issue shares with differential voting rights nor sweat equity nor granted employee stock option scheme during the financial year under review. During the year under review, the company has not launched any scheme for the provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

19. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the period under review, no company has become its subsidiaries, joint ventures or associate companies.

However, two companies within the meaning of Section 2(87) of the Companies Act, 2013 are ceased to be subsidiaries of the Company due to impairment of Investment in Subsidiary companies.

20. PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the financial year under review, the Company was not having any subsidiary or joint venture or associate company in terms of the provisions of the Act. Hence, the Company is not required to prepare form AOC-1 with respect to performance of subsidiary or joint venture or associate company.

21. PARTICULARS OF CONTRACTS OR AGREEMENTS WITH RELATED PARTIES (SECTION 188):

During the year under review there were no Contracts or arrangement with Related Parties which are required to be reported in Form No. AOC-2. However, details of outstanding balances as on 31.03.2026 are specifically mentioned in Note of 27.11 to the Audited Financial Statements as at 31.03.2026.

22. CASH FLOW:

A Cash Flow Statement for the year ended 31 st March, 2026 is attached to the Balance Sheet as a part of the Financial Statements.

23. COMPLIANCES WITH RESPECT TO APPLICABLE SECRETARIAL STANDARDS:

The Board has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

24. AMOUNT TRANSFERRED TO RESERVES:

During the financial year 2025-26, the company did not propose any amount to be transferred to any reserves.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS (SECTION 186):

During the financial year under review, the Company has not advanced any Loan, Guarantee or made any Investment covered under the provisions of Section 186 of the Act during the financial year.

26. UNSECURED LOANS ACCEPTED FROM DIRECTORS OR THEIR RELATIVES:

During the financial year 2025-26, the company has accepted an unsecured loan (Advance) from its directors or their relatives amounting to Rs. 4,30,69,341/- (Rupees Four Crore Thirty Lakh Sixty-Nine Thousand Three Hundred and Forty-One Only). The Outstanding balance of unsecured loans (Advance) from its directors as on 31st March, 2026 is Rs. 4,30,69,341/- (Rupees Four Crore Thirty Lakh Sixty-Nine Thousand Three Hundred and Forty-One Only).

27. DEPOSITS:

The Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 during the year ending on 31 st March 2026.

28. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND IF

ANY:

The company was not required to transfer the unclaimed dividend to Investor Education and Protection Fund during the year under review.

29. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT: (PARA F OF SCHEDULE V OF THE

SEBI LISTING REGULATIONS, 2015)

The Company doesn ' t have shares in suspense account.

30. SIGNIFICANT OR MATERIAL ORDERS:

Save as otherwise provided in this report there were no significant material orders other than Orders mentioned in this Report which would impact the going concern status of the Company and its future operations were passed by the Regulators/ Courts/ Tribunals.

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION FROM THE

END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT:

There have been following material changes and commitments, affecting the financial position of the company between the end of the financial year of the company to which the financial statements relate and the date of the report.

Impairment of Assets:

As per the records available with the Company, the Company has two subsidiary companies within the meaning of Section 2(87) of the Companies Act, 2013.

However, in order to maintain the transparency and accuracy in the financial reporting; the Board of Directors of the Company in its meeting held on 29 th May, 2026 has decided for impairment of the following Assets in accordance with the Indian Accounting Standard (Ind AS -36).

a) Investment in Subsidiary companies amounting to Rs. 283.40 Lakh b) Land and Building amounting to Rs. 331.27 Lakh c) Capital Work in Progress amounting to Rs. 140.11 Lakh

Since the Company has fully impaired the assets and investments in its subsidiary companies in accordance with the applicable Accounting Standards, no consolidated financial results shall be prepared from quarter ended 30 th June, 2026.

32. RISK MANAGEMENT POLICY:

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events to maximize the realization of opportunities. The company has initiated a process of preparing a comprehensive risk assessment and minimization procedure. These procedures are meant to ensure that executive management controls risk by way of a properly defined framework. The major risks are being identified by the company and its mitigation process/measures being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The Company taken adequate measures for conservation of energy, technology absorption.

During the year under review, there were neither earnings nor outgo of any money in foreign exchange.

34. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO

THE FINANCIAL STATEMENTS:

The Company has developed a strong two-tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined Code of Conduct, Whistle Blower Policy / Vigil Mechanism, rigorous management review and Management Information System (MIS) and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds.

Regular management oversight and rigorous periodic testing of internal controls make the internal controls environment strong at the Company. The Audit Committee along with the Management oversees results of the internal audit and reviews implementation on a regular basis.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review the Company was not covered under the provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

During the year under review, no complaints received regarding harassment by the company from its employees (permanent, contractual, temporary, trainees).

Particulars Nos.
Number of complaints of sexual harassment received in the year Nil
Number of complaints disposed off during the year Nil
Number of cases pending for more than ninety days Nil

37. CORPORATE GOVERNANCE:

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company's structure, its Board of Directors, its policies and guidelines, its culture and the behaviour of not only its officers and directors, but also all of its employees.

A separate section on Corporate Governance standards followed by the Company, as stipulated under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. The Report on Corporate Governance is enclosed separately and forms part of this Annual Report.

38. CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company ' s objectives, projections, estimates and expectations may constitute ' forward looking statements ' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

42 . DETAILS OF APPLICATION MADE/ PROCEEDINGS PENDING UNDER INSOLVENCY AND

BANKRUPTCY CODE, 2016.

There are no applications made/ proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year. Further, there are no borrowings outstanding from Banks as 31 st March 2026. There is no valuation exercise carried out by Banks during Financial year.

43. DIFFERENCE IN VALUATION:

The company has not made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

44. STATEMENT RELATING TO COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:

During the period under review, the Compliances Under the Maternity Benefit Act, 1961 Are not applicable to Company.

45. CEO AND CFO CERTIFICATION:

The certification of CEO and CFO to company ' s Board as required under Regulation 17(8) of SEBI (LODR) Regulations, 2015 is annexed to this Board ' s report as ANNEXURE III .

46. ACKNOWLEDGEMENT:

The directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, valuable contribution and dedication during the year.

The Directors also wish express their deep sense of appreciation to Customers, Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government Authorities for their consistent support.

For and on behalf of the Board of Directors

Sd/- Sd/-
Mr. Pradeep Khandagale Mrs. Rajashri Khandagale
Whole Time Director Non-executive Director
DIN: 01124220 DIN: 02545231
Place: Pune
Date: 11 th August, 2026.