To The Members,
Northlink Fiscal and Capital Services Limited
The Directors of your Company have the pleasure in presenting the 32nd Annual Report of
the Company together with the Audited Financial Statements for the year ended 31st March,
2026.
INDIAN ACCOUNTING STANDARDS (IND-AS)
As mandated by the Ministry of Corporate Affairs (MCA), The Financial Statements from
the year ended March 31, 2020 onwards has been prepared in accordance with INDIAN
ACCOUNTING STANDARDS (IND AS), notified under Section 133 of the Companies Act, 2013 read
with the relevant rules as amended from time to time and the other recognized accounting
practices and policies to the extent applicable. These financial statements are prepared
under Ind AS.
FINANCIAL RESULTS
The Financial Performance of your company for the year ended 31st March 2026 is
summarized below:-
(Amount in Lakh)
| Particulars |
2025-26 |
2024-25 |
| Total Income (Operating and other income) |
76.86 |
39.63 |
| Total Expenses |
63.41 |
16.24 |
| Less: Depreciation |
13.81 |
18.07 |
| Profit/(Loss) for the year after depreciation before Tax and exceptional
and extra ordinary items |
13.45 |
(76.61) |
| Less: Exceptional and extra ordinary items |
- |
- |
| Profit/(Loss) before Tax |
13.45 |
(76.61) |
| Less: Current Tax |
- |
- |
| Adjustment of Deferred Tax |
(1.75) |
(1.59) |
| Profit/(Loss) after Tax |
11.70 |
(78.20) |
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review, your company's operating and other income was Rs.
76,85,699.00 (previous year Rs. 39,63,312.16). The company has incurred profit after tax
of Rs. 11,69,974.14 as compared to previous year loss of Rs. 78,19,802.67).
INFORMATION ON STATE OF COMPANY'S AFFAIRS
The Company was incorporated in the year 1994 and started its commercial operations on
30.12.1994. The Company is a NBFC registered with Reserve Bank of India vide Certificate
No.06.00130 dt.09.09.1998 issued by Reserve Bank of India, Chandigarh.
DIVIDEND
During the year under review, management has not recommended any dividend for the year
ended 31.03.2026.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND Since there
was no dividend declared and paid last year, the provisions of Section 125 of the
Companies Act, 2013 does not apply.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (I) OF THE COMPANIES ACT, 2013
The Company has accumulated losses at the end of the financial year, hence company has
not transferred 20% of its profit to Statutory Reserve as per Section 45-IC of Reserve
Bank of India Act, 1934.
CHANGES IN SHARE CAPITAL
There was no change in the share capital of the company during the year under review.
Authorized Share Capital of Company as on 31.03.2026 was Rs. 5.50 Cr and paid up capital
as on 31.03.2026 was Rs. 5.25 Cr. During the year 2025-26 under review, your Company has
not issued any share including sweat equity or ESOP and/or Convertible Debentures.
CORPORATE SOCIAL RESPONSIBILITY
Section 135 of Companies Act, 2013 in respect of the provisions of Corporate Social
Responsibility (CSR) is not applicable to the company during the year under review.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
Company being a NBFC, provisions of Section 186 of the Companies Act, 2013 does not
applicable except provision (1), which states company cannot invest in more than two
layers of investment company. Details regarding loans, investment and guarantees provided
in the notes of accounts of financial statements attached with this report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company
required to disclose information related to remuneration paid during the year. The
detailed information in this regard is annexed to this report as "Annexure I".
RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arm's length
basis. Related Party Transaction Policy is available on the following link:
https://www.northlink.co.in/policies-of-the-company.php
All the necessary details of transactions entered with the related parties as defined
under Section 188 of the Companies Act, 2013 and related party defined under Section 2
(76) of the said Act are attached herewith in Form No. AOC-2 for your kind perusal and
information as "Annexure II".
ANNUAL RETURN
In accordance with the requirements under section 92(3) and section 134(3)(a) of the
Act and the applicable rules, the Annual Return as on March 31, 2026 is available on the
website of the Company at the link:
https://www.northlink.co.in/annual-return-mgt-7-31.03.2026.pdf
a) Statutory Auditors
At the Annual General Meeting of the members of the company held on 30.09.2025, M/s
Rajiv Rajinder & Co., Chartered Accountants (FRN: 016366N), were appointed as
Statutory Auditors of the Company for a period of consecutive five years, to conduct the
statutory audit of the Company for the period from 01.04.2025 to 31.03.2030, in terms of
provisions of Section 139 of the Companies Act, 2013.
Statutory Auditors of the Company have submitted Auditors' Report on the accounts of
the Company for the financial year ended 31st March 2026. The Auditors' Report is
self-explanatory and therefore do not call for any further explanation or comments from
the Board under Section 134(3) of the Companies Act, 2013.
b) Secretarial Auditor
Pursuant to 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 the prescribed form. Secretarial Audit Report (MR-3) for the
financial year ended 31.03.2026 submitted by the Secretarial Auditors is annexed as
Annexure-III. The Auditor Report is self-explanatory covering observations and
qualifications.
c) Internal Auditor
The audit plan is aimed at evaluation of the efficacy and adequacy of internal control
systems and compliance thereof, robustness of internal processes, policies and accounting
procedures, compliance with laws and regulations. Based on the reports of internal audit
function process owners undertake corrective action in their respective areas. Mr. Jatan
Sekhon has been appointed as an Internal Auditor of the company under section 138 of
Companies Act, 2013 to conduct internal audit of functions and activities of the company.
COST RECORDS
As your Company is not a manufacturing company, the cost records are not required to be
maintained by your Company pursuant to an order passed by the Central Government.
DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS REQUIRED UNDERSECTION 148 (12) OF
COMPANIES ACT, 2013.
During the year under review, the Statutory Auditors have mentioned that no fraud by
its officers or employees of the Company has been noticed or reported during the year.
CHANGES IN NATURE OF BUSINESS
There was no change in the nature of business of the company during the year under
review.
DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (1) OF THE COMPANIES, ACT
2013.
No material changes and commitments have taken place between the end of the financial
year of the Company to which Balance Sheet relates and date of report, which affects the
financial position of the Company.
INVESTOR SERVICES
The Company is committed to provide the best services to the shareholders/ investors.
M/s Skyline Financial Services Private Limited, New Delhi is working as Registrars and
Share Transfer Agents (RTA) of the Company for transfer dematerialization of shares and
other investor related services. No correspondence/enquiry from any shareholder/ investor
is pending with the company for reply.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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 has not been
furnished considering the nature of activities undertaken by the company during the year
under review. There are no foreign exchange earnings.
DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Holding/Subsidiary/Joint Venture or Associate companies.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provisions of Articles of Association of the Company, Ms. Shamli
Madia, Director of the company is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, she offered herself for re-appointment. The Board of
Directors recommended his appointment for consideration of the members at the ensuing
annual general meeting.
During the year under review, the Company Secretary & Compliance Officer Ms. Swati
Jindal has resigned from the Company w.e.f. 03.06.2025 and Ms. Sumita Uppal was appointed
as the Company Secretary & Compliance Officer of the company w.e.f. 06.01.2026.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION149 OF THE COMPANIES
ACT, 2013
Presently, the Company has two Independent Directors namely, Sh. Rishi Bhargav and Sh.
Akshit Dua who has given declaration that they meet the eligible criteria of independence
as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
NUMBER OF MEETINGS
During the Financial year 2025-26, 7 Meetings of Board of Directors and 4 Meetings of
Audit Committee, 1 Meeting of the Stakeholders Relationship Committee and 1 Meeting of
Nomination and Remuneration Committee of the company were held. Detailed information about
the meetings is given in Corporate Governance Report, which forms the part of Annual
Report.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India.
RISK MANAGEMENT POLICY
The policy establishes the process for the management of risk faced by the Company. The
aim of risk management is to maximize opportunities in all activities and to minimize
adversity. This policy applies to all activities and processes associated with the normal
operations of Northlink Fiscal and Capital Services Limited. Risk Management Policy is
designed to avoid events, situations or circumstances which may lead to negative
consequences on the Company's Businesses, and define a structured approach to manage
uncertainty and to make use of these in their decision-making pertaining to all Business
divisions and corporate actions. Key business risks and their mitigation are considered in
the Annual/Strategic Business Plans and in the periodic Management Reviews.
EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH
REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013
Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried
out an evaluation of its own performance, directors individually as well as the evaluation
of the Committees as per the Criteria laid down in the Nomination &Remuneration
policy.
Further, Independent directors have also reviewed the performance of the
Non-Independent Directors and Board as a whole including reviewing the performance of the
Chairperson of the Company taken into account the views of the Executive Directors and
Non-Executive Directors vide their separate meeting held on 13.02.2026 at the registered
office of the Company.
AUDIT COMMITTEE
Pursuant to the provisions of Section 177 of Companies Act, 2013 and provisions of
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the company has constituted Audit Committee with the objectives to monitor, supervise and
effective management of company's finance, to ensure effective internal financial controls
and risk management systems with high level of transparency and accuracy. Details
regarding Audit Committee are given in the Corporate Governance Report, which forms the
part of this Annual Report.
LISTING OF EQUITY SHARES
The fully paid up Equity Shares 5250000 (face value of Rs. 10/- each of the Company are
listed on Main Board BSE Limited (BSE), Mumbai and Metropolitan Stock Exchange of India
Limited (MSEI).
The Company has received Trading Approval for the 6,30,000, 5,00,000 and 3,70,000
Equity Shares has from the BSE as well as from MSEI on 17.02.2026.
DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION
134(3)(e) AND SECTION 178(3)
Pursuant to the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of your Company constituted Nomination & Remuneration Committee. The said
Committee was framed, adopted and recommended "Nomination & Remuneration
Evaluation Policy" for Directors, KMP and Senior Management Personnel. The said
policy forms the part of this report which is annexed at "Annexure-IV".
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. |
They 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. |
They 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. |
They had prepared the annual accounts on a going concern basis; and |
| e. |
They 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. |
They had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such system were adequate and operating effectively. |
DISCLOSURE IN RELATION TO VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Policy is formulated to provide opportunity to employees and directors to
report to management concerns about unethical behavior, actual or suspended fraud or
violation of the Code of conduct or policy. The mechanism provides for adequate safeguards
against victimization of employees and directors who express their concerns and provides
for direct access to Chairperson/ Members of Audit Committee in exceptional cases. The
policy is applicable to all employees and directors of the Company.
Vigil Mechanism and Whistle Blower Policy is available on the following link:
http://www.northlink.co.in/Whistle%20Blower%20Policy.pdf
CORPORATE GOVERNANCE REPORT
Provisions of the Corporate Governance was not applicable to the Company during the
financial year 2025-26 as your company is falling under the exemption provided under
Regulation 15(2) of SEBI (LODR) Regulations, 2015. Your Company followed some of the
provisions of Corporate Governance on voluntary basis.
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the report on Corporate Governance together with Auditor's Certificate
on compliance with this regard and Managing Director's declaration in this regarding
compliance of code of conduct by Board Members and Senior Management Personnel is attached
and forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under the Regulation 34 (2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
herewith and forms the part of this Annual Report.
1. Number of complaints of Sexual Harassment received in the year: 0b. Number of
Complaints disposed-off during the year: 0c. Number of cases pending for more than ninety
days: 0
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment from women at workplace and has
adopted a policy against sexual harassment in line with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 a and the rules made
thereunder. During the financial year 2024-25 under review, the company is not required to
comply with the provisions relating to the Constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal),
Act 2013. The Company has complied with all the provisions of the POSH Act and the rules
framed thereunder. Further details are as follow:
a. Number of complaints of Sexual Harassment received in the year: 0b. Number of
Complaints disposed-off during the year: 0c. Number of cases pending for more than ninety
days: 0
MATERNITY BENEFIT ACT, 1961
Company is complied with the provisions of the Maternity Benefit Act, 1961 during the
year.
GENERAL DISCLOSURE
Your Director state that no disclosure or reporting is required in respect of the
following items as there were no transaction on these items during the year under Review.
1. Details relating to Deposits covered under Chapter V of the Companies Act, 2013 and
provisions of RBI Act, 1934.2. Issue of Equity Shares with Differential right, as to
dividend, voting or otherwise.3. Issue of shares with including Sweat Equity Shares to
employees of the company under any scheme.4. No significant or Material order were passed
by the regulators or courts or which impact the going concern states and company's
operation in future.5. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable; and6. The
requirement to disclose the details of difference between amount of the valuation done at
the time of onetime settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof, is not applicable.
ACKNOWLEDGEMENTS
Your Directors wish to express their grateful appreciation for the valuable support and
cooperation received from sub-brokers, business associates, vendors, bankers, financial
institutions, investors, stakeholders, registrar and share transfer agent, other business
affiliates and media.
The Board places on record its sincere appreciation towards the Company's valued
customers for the support and confidence reposed by them in the organization and the
stakeholders for their continued co-operation and support to the company and look forward
to the continuance of this supportive relationship in future.
Your Directors also places on record their deep sense of appreciation for the devoted
services of the employees during the period under review.
| (Shamli Madia) |
| Chairperson cum Managing Director |
| DIN: 02915048 |
