Annual Report

INDITALIAREFCONLIMITED Regd Off:7 and8B,IIndFloor, West ViewNo.1.S.V.Road,Santacruz (West),Mumbai 400054 Corp off: D1, Krishna CHS, Subhash Road, Vile Parle (East), Mumbai 400 057 Ref: IRL/42/2026 Date: September 04, 2026 The Bombay Stock Exchange Limited Department of Corporate Services P. J. Towers, Dalal Street Mumbai – 400 001 Kind Attention: Mr. Bhushan Mokashi (Head – Listing Sales) Subject: Intimation regarding Notice of 40th Annual General Meeting and Annual Report for the Financial Year 2025-26 under Regulations 30, 34 and 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Scrip Code: 517526 Dear Sir, Pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we wish to inform you that the 40th Annual General Meeting (“AGM”) of Inditalia Refcon Limited is scheduled to be held on Monday, September 28, 2026 at 12.30 p.m. (IST) through Physical mode. Accordingly, we are submitting herewith the Notice of the 40th AGM along with the Annual Report of the Company for the financial year 2025-26, which are being sent electronically to the Members whose e-mail IDs are registered with the Company/Registrar and Transfer Agent (“RTA”) or Depository Participant(s). The said Notice and Annual Report are also available on the website of the Company at the following link: www.ohminditalia.com to Annual Report & AGM Notice Further, in compliance with Regulation 36(1)(b) of the Listing Regulations, the Company will be sending a letter to those shareholders holding shares of the Company as on September 04, 2026, whose e-mail IDs are not registered with the Company/Depositories/RTA, providing a web-link from where the Integrated Annual Report can be accessed. A copy of the said letter is enclosed herewith for your record. Additionally, pursuant to Regulation 42 of the Listing Regulations, the Company has fixed Monday, September 21, 2026 as the Record Date for the purpose of determining the eligibility of members to attend, participate and vote in the 40th AGM. You are requested to kindly take the above intimation on record and acknowledge the same. The above information is also available on the website of the Company. Thanking you, Yours faithfully, For Inditalia Refcon Limited Sujata Mittal Managing Director DIN: 01826116 Mobile:9820308732 Email:ohminditalia@yahoo.com Website:www.ohminditalia.com CINNo. L28129MH1986PLC039591 INDITALIAREFCONLIMITED Regd Off:7 and8B,IIndFloor, West ViewNo.1.S.V.Road,Santacruz (West),Mumbai 400054 Corp off: D1, Krishna CHS, Subhash Road, Vile Parle (East), Mumbai 400 057 Enclosure: Letter to Shareholders Date: September 04, 2026 Dear Shareholder, We wish to inform you that the 40th Annual General Meeting (“AGM”) of Inditalia Refcon Limited will be held on Monday, September 28, 2026 at 12.30 p.m. (IST) through physical mode. In compliance with Regulation 36(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please note that the Integrated Annual Report for the financial year 2025-26 (including the Notice of AGM) can be accessed and downloaded from the following link: [www.ohminditalia.com] Members holding shares of the Company as on September 04, 2026 and whose e-mail addresses are not registered with the Company / Depositories / Registrar and Transfer Agent (“RTA”) are requested to access the aforesaid documents through the above web-link. Further, please note that the Company has fixed Monday, September 21, 2026 as the Record Date for determining the eligibility of members to attend, participate and vote in the 40th AGM. For any queries, members may contact the Company at ohminditalia@yahoo.co.in or the RTA at [RTA contact details]. Thanking you, Yours faithfully, For Inditalia Refcon Limited Sujata Mittal Managing Director DIN: 01826116 Mobile:9820308732 Email:ohminditalia@yahoo.com Website:www.ohminditalia.com CINNo. L28129MH1986PLC039591 Members are requested to bring this copy of Annual Report with them at Annual General Meeting INDITALIA REFCON LIMITED CIN L28129MH1986PLC039591 40th Annual Report (2025 - 2026) REGD. OFFICE : CORPORATE OFFICE: 7 & 8 B, West View Bldg. No.1, D1, Krishna CHS, 309, S.V. Road, Santacruz (W), Subhash Road, Vile Parle (East), Mumbai – 400054 Mumbai 400 057 Email : ohminditalia@yahoo.com Mobile : 9820308732 Web : www.ohminditalia.com Inditalia Refcon Ltd. 40th Annual Report 2026 BOARD OF DIRECTORS Mr. Vipul Gandhi ……………Chairman DIN No. 02729144 Ms. Sujata R. Mittal ……………Managing Director DIN No. 01826116 Mr. N. D. Sheth ……………Non- Executive Director DIN No. 02501231 Mr. Shamika Masurkar .………….. Independent Director DIN No 11078122 Mr. Chirag Kantilal Patel …………... Independent Director DIN No 06957764 STATUTORY AUDITORS : M/s. Shah Kailash & Associates LLP, Chartered Accountants, 505, 21 st Century Business Centre, Near World Trade Center, Ring Road, Surat-395002 Gujarat. Email: Skt@Sktllp.com COMPANY IDENTIFICATION NUMBER (CIN) : L28129MH1986PLC039591 BANKERS : UCO BANK REGISTERED OFFICE : 7&8B, IInd Floor, West View No.1, S.V.Road, Santacruz (West), Mumbai – 400 054 CORPORATE OFFICE : D1, Krishna CHS, Subhash Road, Vile Parle (East), Mumbai 400 057 Email :ohminditalia@yahoo.com Mobile : 9820308732 REGISTRARS & SHARE TRANSFER AGENTS : Purva Shareregistry (India) Pvt. Ltd., 9, Shiv Shakti Industrial Estate, Sitaram Mills Compound, J. R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel (East), Mumbai – 400 011. Page | 1 Inditalia Refcon Ltd. 40th Annual Report 2026 Contents Page No.s Notice 3 Director’s Report 11 Secretarial Audit Report 21 Board Clarifications to Observations in Secretarial Audit Report 29 (Annexure I) Disclosures under LODR 32 Related Party Disclosures (Para A- Annexure II) Management Discussion and Analysis Report (Para B- Annexure II) 32 Report on Corporate Governance (Para C-Annexure II) 33 Certificate on Corporate Governance from CS in Practice 45 Details Of Directors And Employees Salaries Under Sec.197(12) 46 Of The Act (Annexure III) CEO/CFO Certification 48 Independent Auditors Report 49 Form A 60 Balance Sheet 61 Profit and Loss Account 62 Notes to Financial Statements 64 Cash Flow Statements 69 Attendance Slip & Proxy Form 76 Proxy Form 77 Polling Paper 78 Page | 2 Inditalia Refcon Ltd. 40th Annual Report 2026 INDITALIA REFCON LIMITED N O T I C E Notice is hereby given that the 40th Annual General Meeting of the Members of INDITALIA REFCON LIMITED will be held at its Corporate Office at D1, Krishna CHS, Subhash Road, Vile Parle (East), Mumbai 400 057 on Monday, 28th September 2026 at 12.30 P.M to transact the following business: ORDINARY BUSINESS: Item No. – 1 : Approval and Adoption of Financial Statement: To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution Resolution No. 1 “RESOLVED that the Audited Financial Statements of the Company for the year ended March, 31, 2026 along with the Auditor’s Report, Directors’ Report, the Secretarial Audit Report circulated to the shareholders and laid before the meeting, be received, considered and adopted.” Item No. – 2. Re-appointment of Mr. Vipul Rajendrabhai Gandhi as a Director liable to retire by rotation. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: Resolution No. 2 “ RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the rules made thereunder, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), including any statutory modification(s) or re-enactment(s) the reof for the time being in force, and in accordance with the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of D [Showing first 8,000 characters — download PDF for full document]