To,
The Members,
Envair Electrodyne Limited
Your Directors hereby present the 44th Annual Report on the Business and
Operations together with the Audited Financial Statements of the Company for the Financial
Year ended March 31, 2026 ("FY 2025-26").
1. FINANCIAL HIGHLIGHTS:
The financial figures for the year under review along with previous financial year are
given below:
(in lacs)
| Particulars |
Current Year 2025-26 |
Current Year 2024-25 |
| Revenue from operations |
- |
- |
| Add: Other income |
53.76 |
76.99 |
| Total income |
53.76 |
76.99 |
| Profit before Taxes & Other adjustments |
11.57 |
17.76 |
| Exceptional item |
- |
- |
| Profit before Taxes |
11.57 |
17.76 |
| Less: Provisions for Taxes |
- |
- |
| Less :Current Tax |
- |
- |
| Income Tax Earlier Year |
3.59 |
64.29 |
| Add/ (Less) Deferred Tax |
(2.77) |
- |
| Profit/ Loss for the period |
10.75 |
(46.53) |
| Add: Item not classified to profit & loss |
- |
- |
| Total Comprehensive Income |
(19.38) |
56.78 |
2. REVIEW OF OPERATIONS:
During the year under review, the Company earned total revenue of Rs.
53,76,409/- (Fifty Three Lac Seventy Six Thousand Four Hundred Nine) for FY 2025-26
including other income as against total revenue of Rs. 76,99,395/- (Seventy Six Lakhs
Ninety Nine Thousand Three Hundred Ninety Five only) for FY 2024-25 .The Loss after Tax is
19,37,624 (Nineteen Lac Thirty Seven Thousand Six Hundred Twenty Four) for FY 2025-26 is
as against Profit after tax was Rs. 56,77,760 (Fifty Six Lac Seventy Seven Thousand Seven
Hundred Sixty) for FY 2024-25.As Your Company is undertaking active efforts towards
accelerating the growth speed and is optimistic about better performance in the future.
3. MATERIAL CHANGES AND COMMITMENTS:
There has been no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of this Report other than as
mentioned in the ‘Operations' section of this Directors' Report.
There has been no change in the nature of the Company's business.
4. DIVIDEND:
In the view of the loss incurred by the Company during the year under
review and based on the Company's financial performance, the Board of Directors do not
recommend any dividend on equity shares for the Financial Year ended on March 31, 2026.
5. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:
There was no change in the registered office of the company during the
financial year 2025-26.
6. TRANSFER TO RESERVES:
During the financial year under review, the Company has not made any
transfer to reserves.
7. SHARE CAPITAL:
Authorized Share Capital
During the FY 2025-26, there was no change in the Authorized Share Capital
of the Company. The Authorised Share Capital of the Company as on March 31, 2026 was Rs.
5,50,00,000/- (Rupees Five Crore Fifty Lakhs Only) divided into 55,00,000 (Fifty-Five
Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
Issued, Subscribed, Paid-up Share Capital
During the FY 2025-26, there was no change in the Issued, Subscribed and
Paid up Share Capital of the Company. The Issued, Subscribed and Paid-up Share Capital of
the Company as on March 31, 2026, was Rs. 4,64,00,000/- (Rupees Four Crores Sixty-Four
Lakhs Only) divided into 46,40,000 (Forty-Six Lakhs Forty Thousand Only) Equity Shares of
Rs. 10/- (Rupee Ten Only) each. The company has not transfer any equity share(s) to Demat
Suspense Account during the year.
8. PUBLIC DEPOSIT:
During the FY 2025-26, the Company has not accepted any deposits from
public/members within the meaning of Section 73 and 76 of the Companies Act, 2013
("the Act") read with Companies (Acceptance and Deposits) Rules, 2014.
9. ANNUAL RETURN:
Pursuant to Section 92(3), read with Section 134(3)(a), of the Act, a copy
of the Annual Return of the Company as on the Financial Year ended 31 March, 2026, in Form
No. MGT-7, can be accessed on the website of the Company, at www.envair.in.
Further, pursuant to Section 92(3) of the Act, the Annual Return of the
Company as on the Financial Year ended 31 March, 2026, is uploaded on the website of the
Company i.e. www.envair.in.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
LIST OF DIRECTORS AS ON 31ST MARCH 2026
| S.no |
Name |
Designation |
DIN |
| 1 |
ANIL NAGPAL |
Managing Director |
01302308 |
| 2 |
HARISH KUMAR AGARWAL |
Director |
02185002 |
| 3 |
RASHMI SHARMA |
Independent Director |
10383903 |
| 4 |
SATISH KUMAR AVASTHI |
Independent Director |
10242262 |
Changes During the Financial Year 2025-26
During the Financial Year No Changes were occurred:
Retirement by rotation:
In accordance with the provisions of Section 196, 197 and any other
applicable provisions of the Companies Act, 2013 ("Act") and the rules made
there under, as amended from time to time, read with Schedule V to the Act, and Articles
of Association of the Company and subject to the approval of Central Government or other
Government authority/agency/board, Mr. Harish Kumar Agarwal (DIN-02185002) Director, who
is liable to retire by rotation at the ensuing Annual General Meeting, ("AGM"),
being eligible, offers himself for re-appointment.
Declaration from Independent Directors:
The Company has received declaration from all the Independent Directors of
the Company confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has
been no change in the circumstances which may affect their status as Independent Directors
of the Company and the Board is satisfied of the integrity, expertise and experience
(including proficiency in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of
the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors)
Rules, 2014, as amended, and as per the Ministry of Corporate Affairs Notification dated
October 22, 2019 the Independent Directors of the Company have included their names in the
databank of Independent Directors maintained with the Indian Institute of Corporate
Affair.
Re-appointment of Independent Directors: Not Applicable
Remuneration to Non-Executive Directors
During the financial year under review, the Non-Executive Directors (NEDs)
of the Company had no pecuniary relationship or transactions with the Company, other than
sitting fees, commission and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company.
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 2(51) and Section 203 of the Act,
the following are KMPs of the Company as on March 31, 2026:
| Sr. No. |
Name of the KMP |
Designation |
| 1. |
Mr. Anil Nagpal |
Chairman & Managing Director |
| 2. |
Ms. Avneet Kaur |
Company Secretary & Compliance officer |
| 3. |
Mr. Vijay Kumar Sharma |
Chief Financial Officer |
11. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the
Act, your Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts, the applicable 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 at the end of the
Financial Year and of the loss of the Company for that period;
c. the directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of this Act 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 laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate and were operating
effectively; and
f. The directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
12. MEETINGS OF THE MEMBERS:
The Last i.e. 43rd Annual General Meeting of the Company for the financial
year 2024-25 was held on 29/09/2025 through video conferencing.
13. PARTICULARS OF THE EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY HELD
DURING THE YEAR
There was no Extra Ordinary General Meeting held during the year under
consideration.
14. AMOUNT PROPOSED TO BE CARRIED TO RESERVES
Particulars of the amount proposed to be carried to reserves have been
covered as part of the financial performance of the company.
15. ANNUAL PERFORMANCE EVALUATION BY THE BOARD, IT'S COMMITTEES AND OF
INDIVIDUAL DIRECTORS:
The Nomination and Remuneration Committee of the Board has formulated and
laid down Criteria and Manner for Evaluation of Performance of the Board, its Committees
and individual Directors pursuant to provisions of Section 178 of the Act and Listing
Regulations. As per requirements of Section 134 of the Act, the manner in which formal
annual evaluation has been made is disclosed below :
Board: In accordance with the criteria suggested by the Nomination and
Remuneration Committee, the Board of Directors evaluated the performance of the Board,
with regards to various criteria such as Board composition, Board processes and Board
dynamics. The Independent Directors, at their separate meeting, also evaluated the
performance of the Board as a whole based on various criteria. The Board and the
Independent Directors were of the unanimous view that performance of the Board of
Directors as a whole was satisfactory.
Committee of the Board: The performance of the Audit Committee, the
Nomination and Remuneration Committee and the Stakeholders Relationship Committee was
evaluated by the Board with regards to various criteria such as committee composition,
committee processes and committee dynamics. The Board was of the unanimous view that all
the committees were performing their functions satisfactorily and according to the mandate
prescribed by the Board under the regulatory requirements including the provisions of the
Act, the Rules framed thereunder and the Listing Agreement/SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Individual Directors: In accordance with the criteria suggested by the
Nomination and Remuneration Committee, the performance of each independent director was
evaluated by the entire Board of Directors (excluding the director being evaluated) on
various parameters such as qualification, experience, availability and attendance,
integrity, commitment, governance, independence, communication, preparedness,
participation and value addition. The Board was of the unanimous view that each
independent director was a reputed professional and brought his/her rich experience to the
deliberations of the Board.
Meeting of Independent Directors: The Independent Directors of the Company
have on 25th February 2026 held a separate meeting without the attendance of
Non-Independent Directors and members of the management for evaluation of the performance
of Non-Independent Directors, the Board as a whole and Chairman of the Company and for
consideration of such other matters as required under the provisions of the Act and the
Listing Regulations.
16. MEETINGS OF THE BOARD:
The Board met at regular interval to discuss and decide on affairs,
operations of the Company and to supervise and control the activities of the Company.
During the year under review, 5 (Five) Board Meetings were held i.e. on
26th May 2025, 11th August 2025, 28th August 2025, 13th November 2025, 12th February 2026.
The intervening gap between the two consecutive Board meetings did not exceed the period
prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1)
issued by ICSI..
The details of attendance of the Directors at the meetings held during the year under
review are stated herewith:
| Sr. No. |
Name of Directors |
Category |
Number of Meetings which directors were entitled to attend |
No. of Board Meetings attended |
| 1 |
Mr. Anil Nagpal |
Chairman & Managing Director |
5 |
5 |
| 2 |
Mr. Harish Kumar Agarwal |
Director |
5 |
5 |
| 3 |
Mr. Satish Kumar Avasthi |
Independent Director |
5 |
5 |
| 4 |
Ms. Rashmi Sharma |
Independent Director |
5 |
5 |
COMMITTEES OF THE BOARD:
As required under the applicable provisions of the Act, the Company has
constituted following Statutory Committees of the Board viz.:
1. Audit Committee;
2. Stakeholders' Relationship Committee; and
3. Nomination and Remuneration Committee.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section
177 of the Act:
During the FY 2025-26, the Committee met 4 (Five) times i.e. on 26th May
2025, 11th August 2025, 13th November 2025, 12th February 2026.
The composition of the Committee and attendance details for the meetings
held during FY 2023-24, is as follows:
| Name of Director |
Designation |
Number of Meetings which directors were entitled to attend |
No. of Meetings attended |
| Mr. Harish Kumar Agarwal |
Member |
4 |
4 |
| Mr. Satish Kumar Avasthi |
Chairman |
4 |
4 |
| Ms. Rashmi Sharma |
Member |
4 |
4 |
All members are financially literate and bring in expertise in the fields
of finance, accounting, development, strategy and management.
The minutes of the meetings of the Committee are placed before and noted
by the Board. All the recommendations made by the Committee during the year under review
were accepted by the Board.
STAKEHOLDERS' RELATIONSHIP COMMITTEE AND ITS COMPOSITION:
The company has duly established & hold stakeholder & Relationship
Committee meeting on 5th September 2025 & 2nd January 2026.
| Name of Director |
Designation |
Number of Meetings which directors were entitled to attend |
No. of Meetings attended |
| Mr. Harish Kumar Agarwal |
Member |
2 |
2 |
| Ms. Rashmi Sharma |
Member |
2 |
2 |
| Mr. Satish Kumar Avasthi |
Chairman |
2 |
2 |
NOMINATION AND REMUNERATION COMMITTEE AND ITS COMPOSITION:
The company has duly established Nomination & Remuneration Committee. The Committee
has presented to the Board the policy with respect to remuneration to the Directors, Key
Managerial Personnel and other employees.
During the FY 2025-26, the Committee met 2 times i.e. on 28th August 2025,
12th February 2026.
| Name of Director |
Designation |
No. of Meetings attended |
| Mr. Harish Kumar Agarwal |
Member |
2 |
| Mr. Satish Kumar Avasthi |
Chairman |
2 |
| Ms. Rashmi Sharma |
Member |
2 |
17. DETAILS OF FAMILIARIZATION PROGRAMME:
The details of the programme for familiarization of independent directors
with the company, their roles, rights, responsibilities in the company, nature of industry
in which the company operates and related matters are posted on the website of the company
at http://www.envair.in.
18. HOLDING/SUBSIDIARY/ASSOCIATE COMPANIES:
As on 31st March, 2026, the Company has no Subsidiaries/Joint Venture/
Associate Company. During the financial year, the Company the Company did not acquire or
liquidate any subsidiary/Joint Venture/Associate. Same is attached as Annexure-I.
19. SECRETARIAL AUDITORS AND THEIR REPORT:
The appointment of M/s. Sanger & Associates, Company Secretaries, as
Secretarial Auditors of the Company has been proposed for a term of five years, commencing
1st April, 2025 upto 31st March, 2030, to conduct the Secretarial Audit of the Company,
subject to approval of Shareholders at the ensuing Annual General Meeting of the Company.
The said appointment is in accordance with Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, as well as the provisions of
Section 204 of the Companies Act, 2013 and rules made thereunder. The consent for the said
appointment has been received from M/s. Sanger & Associates. The Secretarial Audit
Report is annexed as Annexure II and forms an integral part of this report. There is no
qualification in the secretarial audit report for the financial year under review.
20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has formulated Vigil Mechanism /Whistle Blower Policy for
Directors and Employees in order to keep high standards of ethical behavior and provide
safeguards to whistle blower. The Vigil Mechanism/Whistle Blower Policy as approved by the
Board is uploaded on the Company's website at www.envair.in.
21. NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in
relation to remuneration of Directors, Key Managerial Personnel and Senior Management of
the Company. Details of this policy are set out in the Corporate Governance Report which
forms an integral part of this Report. This policy is in consonance with the existing
policy of the Company. The Nomination and Remuneration Policy as approved by the Board is
placed on the Company's website i.e., www.envair.in.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no significant or material orders passed by any regulator,
court or tribunal that would impact the going concern status of the Company or have a
bearing on Company's operations in future.
23. RISK MANAGEMENT FRAMEWORK
The Company has adopted a Policy on Risk Management to ensure sustainable
business growth with stability and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the Company's business. In order to achieve
the key objective, this Policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues.
The details of the Risk Management framework are provided as a part of
Management Discussion and Analysis Report which is included separately in this Annual
Report.
24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES:
As per the provisions of Section 135 of the Companies Act, 2013, read with
rules framed there under, every company including its holding or subsidiary and a foreign
company, which fulfills the criteria specified in sub-section (1) of section 135 of the
Act shall comply with the provisions of Section 135 of the Act and its rules.
Since the Company is not falling under any criteria specified in
sub-section (1) of section 135 of the Act, your Company is not required to constitute a
Corporate Social Responsibility ("CSR") Committee.
25. POLICY ON BOARD DIVERSITY AND SUCCESSION PLANNING FOR THE BOARD OF
DIRECTORS AND SENIOR MANAGEMENT:
A Policy on Board Diversity and Succession Planning for the Board of
Directors and Senior Management as devised by the Nomination and Remuneration Committee is
in place, to ensure adequate diversity in the Board of Directors of the Company and for
orderly succession for appointments on the Board of Directors and Senior Management.
26. STATUTORY AUDITORS AND AUDITORS' REPORT:
The Company has obtained written consent and a certificate from M/s M. L.
Bhuwania & Co. confirming their compliance with the criteria specified under Section
141 of the Act for the appointment of auditors. Additionally, the Certificate also
verifies that their appointment as auditors falls within the limits prescribed under
Section 139 of the Act. On 43rd AGM M/s M. L. Bhuwania & Co. was appointed as
Statutory Auditors of the Company upto the conclusion of next Annual General Meeting and
now board also re-appoint M/s M. L. Bhuwania & Co. as auditor in their meeting held on
13th August 2026 for a period of 2 years subject to approval of shareholders.
The Auditors Report does not contain any qualification, reservation or
adverse remark. The Notes on Financial statements referred to in the Auditors report are
self-explanatory and do not call any further comments.
27. DETAILS OF FRAUD AS REQUIRED UNDER SECTION 134(3)(CA) OF THE COMPANIES
ACT READ WITH RULE 13 OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014.
There were no frauds reported by the auditors under section 143(12) of
Companies Act, 2013 during their course of audit for the financial year 2025-26.
28. INTERNAL AUDITOR:
In terms of the provisions of Section 138 of the Companies Act 2013, the
company had Appointed M/s D Kaur & Associates for carrying out internal audit for
Financial Year 2026-27.
29. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company's internal control systems are adequate and commensurate with
the nature and size of the Company and it ensures:
- Timely and accurate financial reporting in accordance with applicable
accounting standards.
- Optimum utilization, efficient monitoring, timely maintenance and safety
of its assets.
- Compliance with applicable laws, regulations and management policies.
30. MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148(1) of the Act and rules made
thereunder, maintenance of Cost Records or Cost Audit was not applicable to the Company
during the year under review.
31. LIQUIDITY
Your Company maintains sufficient cash to meet our strategic objectives.
We clearly understand that the liquidity in the Balance Sheet is to ensure balance between
earning adequate returns and the need to cover financial and business risks. Liquidity
also enables your Company to position itself for quick responses to market dynamics.
32. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS:
The particulars of Loans, Guarantees and Investments made by the Company,
falling under the purview of Section 186 of the Act, are given in the notes to the
Financial Statements, as included in this Annual Report.
33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has entered into transactions with related parties in
accordance with the provisions of the Companies Act, 2013 and the particulars of the
contracts or arrangements with related parties referred to in Section 188 (1), as
prescribed in Form AOC-2 as Annexure-III. The related party transaction was at arm's
length and under normal course of business. Your Directors draw the attention of the
members to Note No. 29 to the financial statement, which sets out related party
disclosures.
There were no materially significant related party transactions entered
into by the Company during the year, which may have a potential conflict with the interest
of the Company at large. The policy on materiality of related party transactions and on
dealing with related party transactions as approved by the Audit Committee and Board of
Directors is uploaded on the Company's website www.envair.in.
34. PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF
DIRECTORS:
During the year under review, no loans have been accepted from any
director or their relative.
35. PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
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 are given in Annexure IV of this report.
During the year under review, no employee was in receipt of remuneration
exceeding the limits as prescribed under provisions of Section 197 of the Act read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The details of the same are given in Annexure IV of this Report.
36. STOCK EXCHANGE:
The Equity Shares of the Company are listed on BSE Limited. The Company
has paid the Annual listing fees for the financial year 2025-26 to the said Stock
Exchange.
37. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:
There have been no material changes and commitment that would have an
impact on the financial positions of the Company occurred between the end of the FY
2025-26 to which this financial statement relates, and the date of this report.
38. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised robust systems to ensure compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI). During the year under review, the Company has diligently complied with all the
relevant provisions of these secretarial Standards.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the business and activities of the Company does not involve any
manufacturing activity right now, the information required to be provided under the
provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation of
energy and technology absorption have not been furnished considering the nature of
activities undertaken by the Company during the financial year under review as disclosed
in annexure-V.
40. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company's goal has always been to create an open and safe workplace
for every employee to feel empowered, irrespective of gender, sexual preferences and other
factors, and contribute to the best of their abilities. In line to make the workplace a
safe environment, the Company has set up a policy on prevention of sexual harassment in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act").
Further, the Company has complied with the provisions under the POSH Act
relating to the framing of an anti-sexual harassment policy and the constitution of an
Internal Committee.
The Company has not received any complaints of work place complaints,
including complaints on sexual harassment during the year under review.
41. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT
1961
The Company declares that it has duly complied with the provisions of the
Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory
benefits prescribed under the Act, including paid maternity leave, continuity of salary
and service during the leave period, and post-maternity support such as nursing breaks and
flexible return-to-work options, as applicable. The Company remains committed to fostering
an inclusive and supportive work environment that upholds the rights and welfare of its
women employees in accordance with applicable laws.
42. VALUATION FOR ONE TIME SETTLEMENT WITH BANK AND FINANCIAL INSTITUTION:
The Company has not made any valuation for one-time settlement with banks
and financial Institution. Hence, there is no reason for elaboration on the said aspect.
43. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, no application was made or any proceedings
were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
44. MANAGEMENT DISCUSSION & ANALYSIS:
Meanwhile, during the year under review, the Company is in the process of
divesting its investment in Alliance-Asia Pac Pte. Ltd., Singapore, comprising 1,43,750
shares of USD 1.05 each. In this regard, the Company has initiated the Postal Ballot
process for obtaining the requisite approval of the members for the proposed sale of the
said investment. The proposed divestment is aimed at optimizing the utilization of the
Company's resources and unlocking value for the benefit of its shareholders and other
stakeholders. The Company is taking necessary steps to complete the proposed transaction
in compliance with the applicable laws and regulations.
45. CORPORATE GOVERNANCE
The provisions related to ‘Corporate Governance Report' as given in
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not
applicable to the Company.
However, the Company strives to ensure that best corporate governance
practices are identified, adopted and consistently followed. It is ensured, that the
practices being followed by the Company are in alignment with its philosophy towards
Corporate Governance. The Company believes that good corporate governance is the basis for
sustainable growth of the business and effective management of relationship among
constituents of the system and always works towards strengthening this relationship
through corporate fairness, transparency and accountability. Your Company give prime
importance to reliable financial information, integrity transparency, fairness,
empowerment and compliance with law in letter and spirit.
46. STATUTORY DISCLOSURES
- The financial statements of the Company are placed on the Company's
website www.envair.in.
- The directors' responsibility statement as required by section 134(5) of
the Act, appears in this report.
- There is no change in the nature of business of the Company during
Financial Year 2026.
- A Cash Flow Statement for Financial year 2025-26 is attached to the
Balance Sheet.
ACKNOWLEDGEMENT:
Your Board takes this opportunity to place on record their appreciation
for the dedication and commitment of employees shown at all levels. Your Board also wishes
to place on record its appreciation for the services rendered by its auditor, consultants
business partners, Bankers, Service Providers as well as regulatory and government
authorities for extending support and placing their faith and trust on the Board.
| For Envair Electrodyne Limited |
| Date:29-08-2026 |
| Place: Pune |
| Sd/- |
| Anil Nagpal |
| Managing Director |
| DIN: 01302308 |
| Sd/- |
| Harish Kumar Agarwal |
| Director |
| DIN: 02185002 |
