SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31.03.2026 [Pursuant to section 204(1) of the Companies Act, 2013 and the rules made thereunder]

Audit Firm: B. Bhushan & Co., Company Secretaries

Audit Date: 29-05-2026

Audit Opinion

Based on verification of books, papers, minute books, forms, returns, and other records maintained by the company, the secretarial auditor concludes that the company has complied with the statutory provisions listed during the audit period (01.04.2025 to 31.03.2026). The company has proper Board-processes and compliance-mechanism in place.

Laws and Regulations Examined

The audit examined compliance with:

  • The Companies Act, 2013 and rules made thereunder
  • The Securities Contracts (Regulation) Act, 1956 and rules made thereunder
  • The Depositories Act, 1996 and Regulations/Bye-laws framed thereunder
  • Foreign Exchange Management Act, 1999 and rules/regulations (FDI, ODI, ECB aspects)
  • SEBI Regulations:
  • SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
  • SEBI (Prohibition of Insider Trading) Regulations, 2015
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
  • SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
  • Other laws applicable to the company

Specific Compliance Findings

Board Composition and Processes:

  • The Board of Directors is duly constituted with proper balance of Executive, Non-Executive and Independent Directors
  • Changes in Board composition during the period were carried out in compliance with the Act
  • Adequate notice (at least seven days) given for Board Meetings with agenda and detailed notes
  • System exists for seeking further information and clarifications before meetings
  • Decisions of the Board were unanimous with no dissenting views recorded in minutes

Exchange-related Matters:

  • The company had listing agreements with Bombay Stock Exchange Limited, Delhi Stock Exchange Limited, and Calcutta Stock Exchange Limited
  • Trading platform is not available with Calcutta Stock Exchange
  • Recognition of Delhi Stock Exchange was withdrawn by SEBI

BSE Fine and Resolution:

  • During previous year, BSE issued communication for non-compliance of various SEBI (LODR) regulations and froze Promoter holdings for debit
  • BSE Limited imposed a fine of ₹3,12,700 (including GST) for violation of Regulation 23(9) of SEBI (LODR) Regulations, 2015
  • Company provided various replies to BSE Limited regarding non-applicability of Regulation 23(9) read with Regulation 15(2)
  • Company provided undertakings to Exchanges and certificate from another independent Practising Company Secretary for non-applicability
  • Management sent waiver application emails dated 04 May 2024 and 16 May 2025
  • BSE Limited withdrew the fine of ₹42,42,100 vide email dated 23.02.2026
  • BSE refunded processing fee of waiver application amounting to ₹11,800
  • Auditor opinion: Regulation 23(9) read with Regulation 15(2) of SEBI (LODR) Regulations is not applicable to the Company

MCA Filing Issue:

  • Forms MGT-7 and MGT-8 for financial year ended 31-03-2025 could not be filed due to clerical error
  • Date of AGM was entered as 22/09/2025 instead of 29/09/2025 in form AOC-4 XBRL filed on 01-11-2025
  • Subsequent mismatch of AGM dates prevented proper filing of MGT-7 and MGT-8
  • Company has filed GNL-1 to correct this error
  • Matter is under follow-up with MCA
  • Management assures to file Annual Return forms once matter is resolved

Non-applicable Events:

The company did not indulge in any matters related to:

  • Public/Right/Preferential/debentures/sweat equity issues
  • Redemption/buy-back of securities
  • Major decisions under section 180 of Companies Act, 2013
  • Merger/amalgamation/reconstruction
  • Foreign technical collaborations

Exclusions from Audit Scope:

  • Compliance with financial laws (direct and indirect tax laws) was not reviewed as these are subject to statutory financial audit
  • The following SEBI regulations were not applicable during the year:
  • SEBI (Buyback of Securities) Regulations, 1998
  • SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
  • SEBI (Issue and Listing of Debt Securities) Regulations, 2008
  • SEBI (Delisting of Equity Shares) Regulations, 2009

Systems and Processes

The company has adequate systems and processes commensurate with its size and operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Voluntary De-listing Resolution:

The Board of Directors passed a resolution on 9th November 2020 and in subsequent meetings for Voluntary De-Listing of Equity Shares.