To,
The Members,
KANUNGO FINANCIERS LIMITED
Your directors have pleasure in presenting the Board's Report of your Company together
with the Audited Statement of Accounts and the Auditors' Report of your company for the
financial year ended, 31st March, 2026.
FINANCIAL HIGHLIGHTS
| Particulars |
Standalone |
| Particulars |
2025-26 |
2024-25 |
| Gross Income |
161.79 |
111.93 |
| Profit Before Interest and Depreciation |
32.44 |
38.83 |
| Finance Charges |
114.95 |
57.82 |
| Gross Profit/ (loss) |
32.44 |
38.83 |
| Provision for Depreciation |
- |
- |
| Net Profit /(loss) Before Tax |
32.44 |
38.83 |
| Provision for Tax |
8.89 |
12.61 |
| Net Profit / (loss) After Tax |
23.55 |
26.22 |
PERFORMANCE HIGHLIGHTS:
A. REVENUE: During the year under Review Company has total revenue of Rs. 161.79 lakhs
as against the previous year turnover of Rs. 111.93 lakhs which shows increase in
comparison with the previous year.
B. OPERATING AND ADMINISTRATIVE EXPENSES: The operating Expenses of Rs. 129.35 Lakhs
during FY 2025-26, as compared to previous financial year 2024-25 incurred of Rs. 73.10
lakhs.
C. DEPRECIATION AND AMORTISATION EXPENSES: The depreciation Expenses is nil during FY
2025-26, as compared to previous financial year 2024-25 is nil.
D. FINANCE COST: The finance cost of Rs. 114.95 during FY 2025-26, as compared to
previous financial year 2024-25 is 57.82.
E. TOTAL PROFIT BEFORE AND AFTER TAX FOR THE YEAR: The profit before tax of Rs
32.44Lakhs during FY 2025-26, as compared to previous financial year 2024-25 profit before
tax of Rs. 38.83 lakhs. The profit after tax of Rs. 23.55 Lakhs during FY 2025-26 as
compared to previous financial year 202425 profit after tax of Rs. 26.22 lakhs.
DIVIDEND
The Board of Directors, after considering the financial position of the Company,
retained earnings, future
business requirements and overall financial performance, has decided not to recommend
any dividend on
the Equity Shares of the Company for the financial year ended March 31, 2026.
Accordingly, no dividend has been recommended for the financial year under review, and no
amount is proposed to be transferred to the General Reserve on account of dividend.
The Board believes that retaining the profits will enable the Company to meet its
future business requirements and strengthen its financial position.
AMOUNTS TRANSFERRED TO RESERVES
The Board of Directors has decided to retain the profit earned during the financial
year under review and carry forward the same to the reserves of the Company. Accordingly,
no amount of the current year's profit is proposed to be distributed as dividend, and the
profit shall be retained for strengthening the financial position of the Company and
meeting its future business requirements.
CHANGES IN SHARE CAPITAL
The Authorised Share Capital of the company as at the end 31st March 2026
was Rs. 5,24,00,000/- there is no change in the Authorised Share Capital during the year
under review.
* The Authorised Share Capital of the company as at the 21st August,2026 is
Rs 50,00,00,000/- divided into 5,00,00,000 equity share of Rs.10 each.
As on March 31, 2026, the Issued, Subscribed, and Paid-up Equity Share Capital of the
Company stood at Rs.4,63,40,000/- there is no change in the Share Capital during the year
under review.
INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate Company.
STATEMENT OF DEVIATION OR VARIATION
During the period under review, disclosure pertaining to statement on deviation or
variation in connection with certain terms of a public issue, rights issue, preferential
issue etc. are not applicable to the Company. Because of your company have not issue
shares and other securities during the year under review.
BUY-BACK OF SHARES:
During the period under review, there is no shares were bought back by the Company.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
During the period under review, there are no shares in the demat suspense account or
unclaimed suspense account.
EMPLOYEE STOCK OPTION SCHEME (ESOP):
The Company does not have any Employee Stock Option Scheme (ESOP).
HUMAN RESOURCES DEVELOPMENT: -
Continuous effort is put in to improve the working environment with a focus on employee
well-being and capability building enabling them to perform their best for the Company. We
provide robust leadership development efforts to home employee skills and help keep the
Company ahead of the curve. People are our real strength and therefore while pursuing
best-in-class performance; the Company is significantly increasing its investment in its
employees with training and development. The Company invests in training and knowledge.
TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013
and Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), dividends of a company which remain unpaid or unclaimed for a
period of seven years from the date of transfer to the Unpaid Dividend Account shall be
transferred by the company to the Investor Education and Protection Fund
(“IEPF”).
In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend
which remains outstanding or remains to be paid and require to be transferred to the IEPF
by the Company during the year under review.
Dividend Declared for the Last Years: N.A.
Due date for transfer to IEPF, of the unclaimed/unpaid dividends are as under: N.A.
ANNUAL RETURN
The copy of Annual Return as required under section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available
on the website of the company. And the URL of the website is www.kanungofinanciers.com
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
| Name and Address |
Designation |
Date of Appointment/ Resignation during year |
DIN |
| CHIRAG KIRTI KUMAR SHAH |
Managing Director and Chief Financial Officer |
- |
08111288 |
| DIMPLE ALKESH KUMAR |
Independent Director |
- |
09264261 |
| MAHENDRA KUMAR JAGDEESH PATEL |
Executive Director |
Appointed 21/08/2025 |
10782956 |
| NIKITA HIRENPATEL |
Executive Director |
Appointed 02/09/2025 |
10753863 |
| PANCHAL NRUPESH KIRTIKUMA |
Independent Director |
Resigned 07/08/2025 |
08184985 |
| MANJULABEN NA VINCHANDRA KOTHARI |
Independent Director |
Cessation 22/09/2025 |
08012476 |
| DEVESH BHATI |
Independent Director |
Appointed 04/09/2026 |
07415367 |
| GARIMA GUPTA |
Independent Director |
Appointed 04/09/2026 |
07494553 |
*CHIRAG KIRTI KUMAR SHAH Managing Director and Chief Financial Officer resigned as on
24.07.2026
* ATUL ANKUSH MARATHE Executive Director and Chief Financial Officer Appointed as on
24.07.2026
* ATUL ANKUSH MARATHE (Din: 08158359) appointed as Managing Director of the Company in
the ExtraOrdinary General Meeting as on 21/08/2026.
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non- Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.
COMPANY SECRETARY
Ms. Kanak Sureshkumar Rathi - Company Secretary and Compliance Officer of the Company
Resigned from the post w.e.f. 10/10/2025.
*Ms. Shruti Mittal - Company Secretary and Compliance Officer of the Company Appointed
as on 4th June,2026.
PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as
amended from time to time.
The performance of the board was evaluated by the Board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of
independent directors, performance of non-independent directors, the Board as a whole and
Chairman of the Company was evaluated, taking into account the views of executive
directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the Board, its committees,
and individual directors was also discussed. Performance evaluation of independent
directors was done by the entire Board, excluding the independent director being
evaluated.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2025-26, the Company held Eight (8) board meetings of the
Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.
The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to
while considering the time gap between two meetings.
| Date of Meeting |
Board Strength |
No. of Directors Present |
| Friday, May 30, 2025 |
4 |
4 |
| Thursday, August 14, 2025 |
3 |
3 |
| Thursday, August 21, 2025 |
4 |
4 |
| Wednesday, August 27, 2025 |
4 |
4 |
| Tuesday, September 02, |
5 |
5 |
| 2025 |
|
|
| Friday, November 14, 2025 |
4 |
4 |
| Monday, November 24, 2025 |
4 |
4 |
| Saturday, February 14, 2026 |
4 |
4 |
The necessary quorum was present for all the meetings. The attendance of Director is
mentioned below
| Name of Director |
Category |
No. of Meeting entitled to attend |
No of Meeting attended by Director |
Last AGM Attended |
| Chirag Kirti Kumar Shah |
Managing Director |
8 |
8 |
Yes |
| Dimple Alkesh Kumar |
Independent Director |
8 |
8 |
Yes |
| Mahendra Kumar Jagdeesh Patel (Appointed 21.08.2025) |
Executive Director |
5 |
5 |
Yes |
| Nikita Hiren Patel (Appointed 02.09.2025) |
Executive Director |
3 |
3 |
Yes |
| Panchal Nrupesh Kirtikuma |
Independent Director |
1 |
1 |
NA |
| Manjulaben Navinchandra Kothari |
Independent Director |
5 |
5 |
NA |
*CHIRAG KIRTI KUMAR SHAH Managing Director and Chief Financial Officer resigned as on
24.07.2026.
* ATUL ANKUSH MARATHE Executive Director and Chief Financial Officer Appointed as on
24.07.2026. *PANCHAL NRUPESH KIRTIKUMAR Independent Director Resigned from the post w.e.f.
07.08.2025. *MANJULABEN NAVINCHANDRA KOTHARI Independent Director Cessation as on
22.09.2025.
* ATUL ANKUSH MARATHE (Din: 08158359) appointed as Managing Director of the Company in
the ExtraOrdinary General Meeting as on 21/08/2026.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the period under review, The Company has not entered into material contracts or
arrangements or transactions with related parties in accordance with Section 188 of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,
2014.
There were materially significant Related Party Transactions not made by the Company
during the year that would have not required shareholders' approval under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2018.
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013 and in compliance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018 is not required to annex with this report
because of there is no any related party transaction made during the period under review
by the company.
CREDIT RATING:
During the year under review, the requirement of credit rating of securities of company
was not applicable and hence no credit rating has been undertaken.
PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 or
74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014
during the financial year under review and as such, no amount on account of principal or
interest on deposits from public was outstanding as on 31st March, 2026.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there has been no change in the Company's nature of
business.
INTERNAL FINANCIAL CONTROLS:
Internal Financial Controls and their Adequacy
In terms of Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial
Control means the policies and procedures adopted by a company for ensuring orderly and
efficient conduct of its business, including adherence to company's policies, safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of reliable financial information.
Internal Control over Financial Reporting (ICFR) remains an important component to
foster confidence in a company's financial reporting, and ultimately, streamlining the
process to adopt best practices. The Company through Internal Audit Program is regularly
conducting test of effectiveness of various controls. The ineffective and unsatisfactory
controls are reviewed and remedial actions are taken immediately. The internal audit plan
is also aligned to the business objectives of the Company which is reviewed and approved
by the Audit Committee. Further, the Audit Committee monitors the adequacy and
effectiveness of the Company's internal control framework.
Adequate internal financial controls are in place which ensures the reliability of
financial and operational information. The regulatory and statutory compliances are also
ensured.
Internal Control systems and their Adequacy
The Company has Internal Control Systems, commensurate with the size, scale and
complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and
adequacy of internal control systems in the Company, accounting procedures and policies
within the Company. Based on the report of internal audit function, process owners
undertake corrective action in respective areas and thereby strengthen the controls.
Significant observations and corrective actions thereon are presented to the Audit
Committee from time to time.
COMPLIANCE WITH SECRETARIAL STANDARD
The Company has complied with the applicable Secretarial Standards (as amended from
time to time) on meetings of the Board of Directors and Shareholders issued by The
Institute of Company Secretaries of India and approved by Central Government under section
118(10) of the Companies Act, 2013.
DEPOSITS:
i. Deposits covered under Chapter V of the Companies Act, 2013:
During the financial year under review, the Company has not accepted or renewed any
deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014.
ii. Deposits not in compliance with Chapter V of the Companies Act, 2013:
During the financial year under review, the Company has not accepted or renewed any
deposits which are not in compliance with Chapter V of the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The directors had 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 profit and loss of the company for that period;
c) The directors had 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 had prepared the annual accounts on a going concern basis; and
e) The directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
AUDITORS
A) STATUTORY AUDITOR
M/s H S K & CO. LLP Chartered Accountants, is continued as the Statutory Auditor of
the company.
The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide
section 40 of the Companies (Amendment) Act, 2017 notified on 7th May, 2018.
Therefore, it is not mandatory for the Company to place the matter relating to appointment
of statutory auditor for ratification by members at every Annual General Meeting. Hence
the Company has not included the ratification of statutory auditors in the Notice of AGM.
The Report given by M/s H S K & CO. LLP, Chartered Accountants, on the financial
statements of the Company for the Financial Year 2025-26 is a part of the Annual Report.
There has been no qualification, reservation or adverse remark or disclaimer in their
Report.
During the Year under review, the Auditors have not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section 134
(3)(ca) of the Act.
DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2025-26, the Statutory Auditor has not reported to the audit
committee any instance of fraud committed against the Company by its employees or officers
under section 143(12), the details of which need to be reported in Board's Report.
B) SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Ramesh Chandra Bagdi, Proprietor of M/s. Ramesh Chandra Bagdi &
Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is appended as Annexure '4' which forms a part of
this report.
There are some qualifications or adverse remarks in the Secretarial Audit Report which
require clarification/ explanation:
1) Company is unable to find the suitable person for the designation of Internal
auditor and ensure that company will appoint soon and comply with the same.
2) Company is in process to find the suitable person for the position of non-executive
director of the company and company will assure to comply with the same as soon as
possible.
3) During the year company has fail to appoint whole time company secretary of the
company.
Further the Secretarial Audit Report as provided by Ramesh Chandra Bagdi &
Associates, Practicing Company Secretary for the financial year ended, 31st March, 2026 is
annexed herewith for your kind perusal and information.
C) COST AUDITOR:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules
made there under, the appointment of Cost Auditor is not applicable to the Company for the
Financial Year 2025-26.
D) INTERNAL AUDITOR
The Company has not appointed Internal Auditor of the Company for the year 2025-26.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required 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 year
under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
INDEPENDENT DIRECTORS and DECLARATION
The Company has received declarations from each Independent Director of the Company
under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2018 as amended from time to time
confirming compliance with the criteria of independence as stipulated under Section 149(6)
of the Companies Act, 2013and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018 as amended from time to time and there has been
no change in the circumstances which may affect their status as Independent Directors
during the year 2025-26.
All Independent Directors of the Company have affirmed compliance with the Schedule IV
of the Companies Act, 2013 and Company's Code of Conduct for Directors and Employees for
the Financial Year 2025-26.
All the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs ('IICA') towards the inclusion of their names in the data
bank maintained with it and they have not appeared for proficiency self-assessment test
during the period under review.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Familiarization program aims to provide insight to the Independent Directors to
understand the business of the Company. Upon induction, the Independent Directors are
familiarized with their roles, rights and responsibilities.
All the Directors of the Company are updated as and when required, of their role,
rights, responsibilities under applicable provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 as amended from
time to time, Secretarial Standards; nature of industry in which the Company operates,
business model of the Company, etc. The Company holds Board and the Committee Meetings
from time to time. The Board of Directors has complete access to the information within
the Company. The Independent Directors have the freedom to interact with the Company's
management. Directors are also informed of the various developments in the Company through
various modes of communications. All efforts are made to ensure that the Directors are
fully aware of the current state of affairs of the Company and the industry in which it
operates.
The details of the familiarization program undertaken have been uploaded on the
Company's website COMMITTEES OF THE BOARD:
Currently the Board has 3 (three) Committees: The Audit Committee, Nomination &
Remuneration Committee and Stakeholders Relationship Committee. The composition of various
committees and compliances, as per the applicable provisions of the Companies Act, 2013
and the Rules there under and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 (“Listing regulations”) are as follows:
> AUDIT COMMITTEE:
The Audit Committee constituted by the Company comprises of three qualified members in
accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of the
Listing Regulations. All the members have financial and accounting knowledge.
The Committee acts as a link between the Management, the Internal Auditors, the
Statutory Auditors and the Board of Directors of the Company. The recommendations of the
Audit Committee are always welcomed and accepted by the Board and all the major steps
impacting the Financials of the Company are undertaken only
after the consultation of the Audit Committee.
The Audit Committee acts in accordance with the terms of reference specified from time
to time by the Board.
The Committee met Four (4) times during the Year as mentioned below and the gap between
two meetings did not exceed one hundred twenty days. The necessary quorum was present for
all the meetings.
The composition of the Audit Committee and the details of meetings attended by its
members are given below:
| Name of the Members |
Status in the Committee |
Audit Committee Meetings (2025-26) |
|
|
30-05-2025 |
14-08-2025 |
14-11-2025 |
14-02-2026 |
| Ms. Dimple Alkeshkumar Shah |
Chairman |
V |
- |
- |
- |
| Mr. Panchal Nrupesh Kirtikumar |
Member |
V |
- |
- |
- |
| Ms. Manjulaben Navinchandra Kothari |
Member |
V |
- |
- |
- |
| Ms. Dimple Alkeshkumar Shah |
Chairman |
- |
V |
- |
- |
| Mr. Chirag Kirti Kumar Shah |
Member |
- |
V |
- |
- |
| Ms. Manjulaben Navinchandra Kothari |
Member |
- |
V |
- |
- |
| Ms. Dimple Alkeshkumar Shah |
Chairman |
- |
- |
V |
V |
| Mr. Chirag Kirti Kumar Shah |
Member |
- |
- |
V |
V |
| Mr. Mahendra Kumar jagdeesh Patel |
Member |
- |
- |
V |
V |
> NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee constituted by the Company comprises of three
qualified members in accordance with the section 178 of the Companies Act, 2013 and
Regulation 19 of the Listing Regulations.
The role of the committee has been defined as per section 178(3) of the Companies Act,
2013 and the Listing Regulations.
The Committee met Two (2) times during the Year as shown in the table below. The
necessary quorum was present at the meeting.
The composition of the Nomination and Remuneration Committee and the details of
meetings attended by its members are given below:
| Name of the Members |
Status in the Committe |
Nomination and Remuneration Committee Meetings (2025-26) |
|
|
02-08-2025 |
14-11-2025 |
| Ms. Dimple Alkeshkumar Shah |
Chairman |
V |
- |
| Mr. Panchal Nrupesh Kirtikumar |
Member |
V |
- |
| Ms. Manjulaben Navinchandra Kothari |
Member |
V |
- |
| Ms. Dimple Alkeshkumar Shah |
Chairman |
- |
V |
| Mr. Chirag Kirti Kumar Shah |
Member |
- |
V |
| Mr. Mahendra Kumar jagdeesh Patel |
Member |
- |
V |
The Nomination & Remuneration policy is hosted on the Company's website.
Brief detailed under:
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are as under:
1. To identify persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, recommend to the Board
their appointment and removal and shall carry out evaluation of every Director's
performance.
2. To formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating the policy ensure
that:
a. the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
c. remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may be delegated to
the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and recommend any
proposed changes to the Board for approval from time to time.
8. Any other work and policy, related and incidental to the objectives of the committee
as per provisions of the Act and rules made there under.
The nomination committee has fulfilled the criteria of composition of the committee.
REMUNERATION POLICY Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the subsequent
approval of the shareholders at the General Meeting and such other authorities, as may be
required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company.
Remuneration to Non-Executive Directors:
The Non-Executive Directors are paid remuneration by way of Sitting Fees and
Commission. The NonExecutive Directors are paid sitting fees for each meeting of the Board
and Committee of Directors attended by them.
> STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has constituted the Stakeholders Relationship Committee in accordance with
the Regulation 20 of the Listing Regulations and Section 178 of the Companies Act, 2013.
The role and functions of the Stakeholders Relationship Committee are the effective
redressal of grievances of shareholders, debenture holders and other security holders
including complaints related to transfer of shares, non-receipt of balance sheet,
non-receipt of declared dividends. The Committee overviews the steps to be taken for
further value addition in the quality of service to the investors.
The Company has designated the e-mail ID: shivanshfinserve@gmail.com. exclusively for
the purpose of registering complaint by investors electronically. This e-mail ID is
displayed on the Company's website.
The following table shows the nature of complaints received from the shareholders
during the Years 202526.
| Nature of Complaints |
Received |
Pending |
Disposed |
| Non receipt of Annual Report |
- |
- |
- |
| Non-Receipt of Share Certificates after transfer |
- |
- |
- |
| Non-Receipt of Demat Rejected S/C's |
- |
- |
- |
| Others |
- |
- |
- |
| Total |
- |
- |
- |
There were no complaints pending for action as on March 31, 2026.
The Committee met Four (4) times during the Year as mentioned in the table below. The
necessary quorum was present at the meeting.
The composition of the Stakeholders Relationship Committee and the details of meetings
attended by its members are given below;
| Name of the Members |
Status in the Committee |
Stakeholders Relationship Meetings (2025-26) |
|
|
30-05-2025 |
14-08-2025 |
14-11-2025 |
14-02-2026 |
| Ms. Dimple Alkeshkumar Shah |
Chairman |
V |
- |
- |
- |
| Mr. Panchal Nrupesh Kirtikumar |
Member |
V |
- |
- |
- |
| Ms. Manjulaben Navinchandra Kothari |
Member |
V |
- |
- |
- |
| Ms. Dimple Alkeshkumar Shah |
Chairman |
- |
V |
- |
- |
| Mr. Chirag Kirti Kumar Shah |
Member |
- |
V |
- |
- |
| Ms. Manjulaben Navinchandra Kothari |
Member |
- |
V |
- |
- |
| Ms. Dimple Alkeshkumar Shah |
Chairman |
- |
- |
V |
V |
| Mr. Chirag Kirti Kumar Shah |
Member |
- |
- |
V |
V |
| Mr. Mahendra Kumar jagdeesh Patel |
Member |
- |
- |
V |
V |
INDEPENDENT DIRECTORS MEETING:
As stipulated by the Code of Independent Directors under Schedule IV of the Companies
Act, 2013 and the Listing Regulations, the Independent Directors of the Company shall hold
at least one meeting in a Year without the presence of Non-Independent Directors and
members of the management. All the Independent Directors shall strive to be present at
such meeting.
The Independent Directors in their meeting shall, inter alia-
(a) Review the performance of non-independent Directors and the Board of Directors as a
whole;
(b) Review the performance of the chairman of the listed entity, taking into account
the views of executive Directors and non-executive Directors;
(c) Assess the quality, quantity and timeliness of flow of information between the
management of the listed entity and the Board of Directors that is necessary for the Board
of Directors to effectively and reasonably perform their duties.
Independent Directors met once during the year on 14th February, 2026 and
attended by all Independent Directors.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not required to form Corporate Social Responsibility Committee pursuant
to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility) Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report as required has been attached and forms
part of this report. RISK MANAGEMENT POLICY:
Pursuant to Regulation 21(5) of SEBI (LODR) Regulations, 2015, the company does not
fall under list of Top 1000 companies and thus the company is not required to frame Risk
Management Policy mandatorily.
The Company has a well-defined risk management framework in place. The Company has
established procedures to periodically place before the Audit Committee and the Board, the
risk assessment and minimization procedures being followed by the Company and steps taken
by it to mitigate these risks.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT.
2013:
Pursuant to Section 186 of the Companies Act, 2013, disclosure on particulars relating
to loans, advances, guarantees and investments are provided as part of the financial
statements to the Members of Company of even date of Standalone Financial Statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:
The Company has formulated a comprehensive Whistle Blower Policy in compliance with the
provisions of Section 177(9) and 177(10) of The Companies Act, 2013 and Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 with a will
to enable the stakeholders, including directors, individual employees to freely
communicate their concerns about illegal or unethical practices and to report genuine
concerns to the Audit Committee of the Company. The policy on Vigil Mechanism has been
uploaded on the Company's website
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT. 2013:
Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
The company has setup the Internal complaints committee and the said committee has
framed the policy “Prevention of Sexual Harassment” on prevention, prohibition
and Redressal of complaints related to sexual harassment of women at the workplace. All
women employees whether permanent, temporary or contractual are covered under the above
policy.
Disclosure of complaints during the year:
(a) Number complaints of sexual harassment received in the year: Nil
(b) Number of complaints disposed off during the year: Nil
(c) Number of cases pending for more than ninety days: Nil
However, during the year no complaints were received by the Internal Complaints
committee for sexual harassment from any of the women employees of the company. The Sexual
Harassment Policy has been posted on the website of the Company.
MATERIAL CHANGES AND COMMITMENTS OCCURRED DURING THE YEAR UNDER REVIEW
There were no material changes or commitments affecting the financial position of the
Company during the year under review. Accordingly, no disclosure is required in this
regard.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been certain developments subsequent to the close of the financial year
which may have a bearing on the future business operations and financial position of the
Company. The significant matters are as under:
1. Increase in Authorised Share Capital
The Authorised Share Capital of the Company was increased to Rs.50,00,00,000 (Rupees
Fifty Crore only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs.10/- each.
Consequently, the Memorandum of Association of the Company was altered.
2. Alteration of Memorandum of Association:
Subsequent to the close of the financial year, the Board of Directors, at its meeting
held on June 29, 2026, deliberated upon and accorded in-principal consideration to the
proposed alteration of the Capital Clause and Object Clause of the Memorandum of
Association of the Company, including the proposed increase in the Authorised Share
Capital, in view of the business requirements and proposed expansion plans of the Company.
The detailed proposal and final amendments are to be placed before the Board and shall be
subject to the approval of the Members and such other statutory and regulatory approvals
as may be applicable.
3. In-Principle Approval for Proposed Strategic Investments:
Subsequent to the close of the financial year, the Board accorded in-principle approval
to evaluate the proposed strategic investment by way of acquisition of equity shares of
M/s. Startech Infralogistics Private Limited ("SIPL”) and M/s. Peepal Mining and
Logistics Private Limited ("PMLPL”) through purchase of existing equity shares
from their respective shareholders. The proposed acquisition is presently at a preliminary
stage and is subject to completion of financial, legal, secretarial and commercial due
diligence, valuation by an Independent Registered Valuer, receipt of professional advice,
finalisation of commercial terms and definitive transaction documents, and receipt of
applicable statutory, regulatory and internal approvals. No final decision has been taken
with respect to the number of shares, percentage of shareholding, investment amount,
acquisition price or other commercial terms as on the date of the Board meeting.
Acquisition of Startech Infraclogistics Private Limited (SIPL)
The Company acquired 11,18,150 (Eleven Lakh Eighteen Thousand One Hundred and Fifty)
Equity Shares of Startech Infraclogistics Private Limited.
Acquisition of Peepal Mining and Logistics Private Limited (PMLPL)
The Company acquired 10,21,960 (Ten Lakh Twenty-One Thousand Nine Hundred and Sixty)
Equity Shares of Peepal Mining and Logistics Private Limited
4. Authorisation to Senior Management:
The Board authorised the Chief Executive Officer, Executive Directors and Chief
Financial Officer, jointly and/or severally, to undertake necessary preliminary actions in
connection with the proposed investment/acquisition of equity shares of SIPL and PMLPL,
including discussions, negotiations, evaluation,
coordination with professional advisors and collection of relevant information and
documents, subject to the final approval of the Board of Directors.
5. Preferential Issue on Share Swap Basis
The Company issued 4,06,62,090 (Four Crore Six Lakh Sixty-Two Thousand and Ninety)
Equity Shares on a preferential basis for consideration other than cash, i.e., on a share
swap basis, subject to applicable laws and regulatory approvals.
6. Appointment of Managing Director
The Company appointed Mr. Atul Ankush Marathe (DIN: 08158359) as the Managing Director
of the Company, on the terms and conditions approved by the Members.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the period under review, there were no significant / material orders passed by
the regulators or courts or tribunals, impacting the going concern status and Company's
operations in future.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
During the period under review, there was no valuation done in the company as there is
no such incident of one-time settlement.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
During the period under review, there was no application made or any proceeding pending
under The Insolvency & Bankruptcy Code, 2016 against/by the company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per SEBI (LODR),
Regulations, 2015 the company has established Vigil Mechanism for directors and employees
to report genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee. Company has formulated the present policy for
establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address to the Company
their genuine concerns in relation to any illegal or unethical practice being carried out
in the Company.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation to the continued
co-operation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
