Your Board of Directors have pleasure in presenting 34th Annual Report of the company on the business and operationsof the company along with Audited Financial Statements for the financial year ended March 31, 2026.
FINANCIAL RESULTS
The financial results of the company operations for the year under review and those of the previous years are asfollows:
PARTICULARS
CURRENT
YEAR
PREVIOUS
Revenue from operations
175.12
118.24
Other Income
0.05
0
Profit (Loss)/before extraordinary Items and tax
20.93
24.45
Less extraordinary items
-
Profit/(loss) before tax
Dividend
PERFORMANCE OF THE COMPANY
The Directors of the company shall continue their endeavor to improve the trend of growth in the coming years.
AUDITORS
As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referredto as “the Act”), the Company at its 33rd Annual General Meeting (‘AGM”) approved the appointment of M/s.Sunita Agrawal & Co, Chartered Accountants (FRN: 515225C) as Statutory Auditor for a period of 5 yearscommencing from the conclusion of 33rd AGM till the conclusion of the 38th AGM to be held in the year 2030.
DIRECTORS
The Board of Directors of the Company is duly constituted as per regulation 17 of SEBI (LODR) 2015 with anexception that Mr. Hardev Singh (having DIN: 09700966) had resigned from the post of Whole Time Director witheffect from 13/02/2026. This has resulted in an imbalance in the proper composition of board of directors as on 31stMarch 2026 as per Section 203 of the Companies Act, 2013.
The Board places on record its appreciation for the valuable contributions made by Mr. Hardev Singh during histenure as Director of the Company.
All independent Directors have confirmed that they are complying with the requirement of Section 149(6) of theCompanies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulation, 2015.
DIRECTOR'S RESPONSIBILTY STATEMENT
Pursuant to clause (c) of the provisions of Section 134(3) of the Companies Act, 2013, the Directors hereby confirmthe responsibility for the integrity and objectivity of the Profit & Loss Account for the year ended 31st March, 2026and the Balance Sheet as at that date (“Financial Statements”) and confirm that:
1. In the preparation of the annual accounts for the year ended March 31, 2026 the applicable accountingstandards read with requirements set out in the Companies Act, 2013 have been followed and there are nomaterial departures from the same.
2. We have selected such accounting policies that are reasonable, prudent and applied them consistently andmade judgments and estimates so as to give a true and fair view of the state of affairs of the company as at March31, 2026 and of the profit of the company for the year ended on that date.
3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 2013 for safe guarding the assets of the company and for preventingand detecting fraud and other irregularities.
4. We have prepared the annual returns of the company on a going concern basis.
5. We have laid down internal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.
6. We have devised proper systems to ensure compliance of all applicable laws and that such systems wereadequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by theCompany, work performed by the internal, statutory and secretarial auditors the reviews performed bymanagement and the relevant board committees, including the audit committee, the board is of the opinion thatthe Company’s internal financial controls were adequate and effective during the financial year 2025-2026.
SECRETARIAL AUDITORS' REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 and the applicable provisions of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s C Gaur and Associates,Company Secretaries (FRN: S2017DE529000), were appointed as the Secretarial Auditors of the Company at theAnnual General Meeting held in the year 2025 for a term commencing from the Financial Year 2025-26 andcontinuing up to the conclusion of the Annual General Meeting to be held in the year 2030.
The Secretarial Audit Report in Form MR-3 for the Financial Year 2025-26 is annexed to this Report as Annexure-A and forms an integral part of this Report.
Pursuant to Section 134(3)(f) of the Companies Act, 2013, the explanations/comments of the Board on the observationsmade by the Secretarial Auditors are as under:
S.
No.
Auditor's Observation
Board's Comments
1.
The Website of the Company is not updated onsome counts as per Regulation 46 of the SEBI(Listing Obligations and DisclosureRequirement), Regulations, 2015.
The Board notes the observation. Certain disclosures onthe Company’s website were not updated within theprescribed timelines under Regulation 46 of the SEBI(LODR) Regulations, 2015. The Company has sinceupdated the requisite information and strengthened itsinternal monitoring mechanism to ensure timely updationof all statutory disclosures on the website going forward.
2.
There was no Company Secretary andCompliance Officer in the Company from date12/02/2026 to 01/06/2026 and this is violationof the provisions of Section 203 of the CompaniesAct, 2013 read with Rule 6 of Securities andExchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations,2015.
The vacancy in the office of the Company Secretary andCompliance Officer arose due to cessation of the previousincumbent. The Company took necessary steps to identifya suitable candidate and appointed Ms. Pooja Agrawalas the Company Secretary and Compliance Officer witheffect from June 1, 2026. The Board has put in placemeasures to ensure timely compliance with the applicableprovisions in future.
3.
BSE imposed a fine of INR 9,000/- on theCompany for the delayed submission of thestatement on shareholder complaints underRegulation 13(3) of the SEBI (LODR)Regulations, 2015 for the quarter ended June2025. The Company has duly paid the said fine.
The delay in submission of the statement of investorcomplaints under Regulation 13(3) of the SEBI (LODR)Regulations, 2015 was inadvertent. The Company haspaid the fine imposed by BSE Limited and hasstrengthened its compliance monitoring mechanism toensure timely filing of all statutory submissions in future.
4.
BSE imposed a fine of INR 10,000/- on theCompany for the delayed submission of priorintimation of the meeting of the Board ofDirectors dated 06/11/2025 under Regulation29(2)/29(3) of the SEBI (LODR) Regulations,2015. The Company has duly paid the said fine.
The delay in submitting the prior intimation of the BoardMeeting under Regulation 29 of the SEBI (LODR)Regulations, 2015 was inadvertent. The Company haspaid the fine levied by BSE Limited and has implementedappropriate internal controls to ensure timely compliancewith the applicable regulatory requirements.
5.
Pursuant to the SEBI Master Circular datedNovember 11, 2024, BSE has frozen the demataccounts of the promoters due to the Company'snon-payment of fines levied under the SEBI(Listing Obligations and DisclosureRequirements) Regulations, 2015.
The Board notes the observation. The freezing of thepromoters demat accounts by BSE Limited was aconsequential action under the applicable SEBIframework owing to the non-payment of fines within thestipulated time. Upon payment of the outstanding finesand completion of the requisite formalities, the Companyinitiated the process for revocation of the freezing inaccordance with the applicable SEBI and Stock Exchangerequirements.
6.
Non-compliance with Regulation 17 (1C) ofSEBI (LODR) Regulations, 2015: Mr. HardevSingh (DIN: 09700966) was appointed as anAdditional Director of the Company with effectfrom 06/01/2025 and regularised by theshareholders in the 33rd Annual GeneralMeeting held on 22/09/2025.
The Board notes the observation. The approval of theshareholders for the appointment of Mr. Hardev Singh(DIN: 09700966) as a Director was obtained at the 33rdAnnual General Meeting held on September 22, 2025.The delay in obtaining shareholders approval within thetimeline prescribed under Regulation 17(1C) of the SEBI(LODR) Regulations, 2015 was inadvertent. The Boardhas strengthened its compliance monitoring mechanismto ensure timely compliance with the applicableregulatory requirements.
REGISTRATION WITH RESERVE BANK OF INDIA AS NBFC
The company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bankof India) Directions, 1998.
INFORMATION PURSUANT TO THE PROVISIONS OF PARA 10 OFNON- BANKING FINANCIAL COMPANIES (RBI) DIRECTIONS, 1977.
Neither the Company has accepted any Public Deposits during the year nor the Company is holding prior PublicDeposits, therefore the information called for is not applicable.
CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSIONAND ANALYSIS REPORT
The company is committed to maintain the higher standards of corporate governance. Your directors adhered to therequirements set out in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and have implemented all the prescribed requirements. Pursuant to Regulation 34(3) of the SEBILODR. The Reports on Corporate Governance with auditors’ certificate thereon and Management Discussion andAnalysis have been incorporated in the Annual Report and form an integral part of the Board’s report.
FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THEBOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS
The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directorsand its Committees. The Board deliberated on various evaluation attributes for all directors and after duedeliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertisedrawn from diverse industries and business and bring specific competencies relevant to the Company’s business andoperations. The Board found that the performance of all the Directors was quite satisfactory.
The Board also noted that the term of reference and composition of the Committees was clearly defined. TheCommittee performed their duties diligently and contributed effectively to the decisions of the Board.
The functioning of the Board and its committees were quite effective. The Board evaluated its performance as awhole and was satisfied with its performance and composition of Independent and Non-Independent Directors.
OTHER DISCLOSURES UNDER COMPANIES ACT, 2013
1. Number of Board Meetings
The Board met eight times during the Financial Year 2025-2026, the details of the Board Meetings and attendanceof the Directors are provided in the Corporate Governance Report that forms part of this Annual Report. TheIntervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The datesare 25/04/2025; 28/05/2025; 03/07/2025;11/08/2025; 20/08/2025; 06/09/2025; 29/12/2025 and 13/02/2026.
2. Composition of Audit Committee
The details pertaining to composition of audit committee are given in the Corporate Governance Report, whichforms part of this Annual Report.
3. Related Party Transactions
All the related party transactions are entered on arm’s length basis and in the ordinary course of business. TheCompany has complied with all the applicable provisions of the Act and SEBI LODR in this regard. No contracts
or arrangements have been entered into by the Company with related parties referred to in sub-section (1) of Section188 of the Companies Act, 2013 including an arm’s length transactions under third proviso.
4. Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
5. Fixed Deposits
Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and theCompanies (Acceptance of Deposits) Rules, 2014.
6. Comments on Auditor’s Report
There is no adverse remark or comments in Statutory Auditor’s report and therefore no comments are required in theDirector’s report.
7. Vigil Mechanism and Whistle Blower Policy
In pursuance of Section 177(9) of the Companies Act, 2013 and the SEBI LODR, the company has in place a VigilMechanism/Whistle Blower Policy for Directors and employees to report genuine concern. More details pertainingto the same are given in the Corporate Governance Report.
8. Nomination & Remuneration & Evaluation Policy
In Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI LODR, the Board of Directors haveapproved Nomination & Remuneration & Evaluation policy for appointment, remuneration and evaluation of theDirectors, key management personnel and senior management personnel. The details of the Nomination,Remuneration Committee, Nomination & Remuneration & Evaluation Policy and annual evaluation carried outby the Board of Directors are given in the Corporate Governance Report.
9. Particular of Employees and Analysis of Remuneration.
Particular of employees and analysis of remuneration as required under Section 197(12) of the Companies Act,2013 read with rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 areenclosed in Annexure- C.
10. Transfer to reserve
The Board of Directors of your company has decided not to transfer any amount to the Reserves for the financialyear under review.
11. Dividend
The Board of Directors of your company, after considering holistically the relevant circumstances, has decidedthat it would be prudent, not to recommend any Dividend for the financial year under review.
12. Miscellaneous Disclosures
i. The details about risk management have been given in the Management discussion and analysis.
ii. There is no material change and commitments affecting the financial position of the company which hasoccurred between the end of the financial year and the date of the report.
iii. The company does not have any subsidiary and joint venture companies.
iv. There is no significant and material order passed during the year by the regulators, courts, tribunals whichcan impact the going concern status and the Company’s operations in the future.
v. During the year under review, the Statutory Auditor in their report have not reported any instances of fraudscommitted in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.
vi. The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on
meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued byThe Institute of Company Secretaries of India and approved by Central Government under section 118(10)of the Companies Act, 2013.
vii. During the year the company has not received any complain under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal), Act, 2013.
viii. During the year under review, no Corporate Insolvency Resolution Process/ proceedings were initiated by /against the company under Insolvency and Bankruptcy Code, 2016.
Corporate Social Responsibility
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall withinpurview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporatesocial responsibility.
COST RECORD
As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014,your Company is not required to maintain cost records.
DIFFERENCE IN VALUATION
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, andhence the details of difference between amount of the valuation done at the time of one-time settlement and thevaluation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is notapplicable.
MATERNITY BENEFIT
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and hasextended all statutory benefits to eligible women employees during the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
The company is a NBFC, therefore the information with regard to conservation of energy, technology absorption asrequired by the Companies (Accounts) Rules, 2014 relating to conservation of energy and technological absorptiondo not apply and hence no disclosure is being made in this report.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars
Current Year(2025-2026)
Previous Year(2024-2025)
(a) Foreign Exchange Inflow
Nil
(b) Foreign Exchange Outflow
ACKNOWLEGEMENTS
Directors wish to express their grateful appreciation for assistance and cooperation received from shareholders for
their support, faith and confidence in the company. Your directors place on records their sincere appreciation forthe guidance, support and co-operation of our auditors, the legal advisors and bankers.
Date: 10th July, 2026 Rajesh Arora
Place: New Delhi Director
DIN: 00662396