Re-appointment of Director - subject to approval by shareholders in AGM

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/41/2025 Date: September 4, 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: Outcome of Board Meeting held on September 4, 2026 under Regulation 30 of SEBI (LODR) Regulations, 2015 Scrip Code: 517526 Dear Sir, Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Board of Directors of the Company at its meeting held today i.e., Friday, September 4, 2026, commenced at 3:00 p.m. at the Corporate Office of the Company and concluded at 04.00 p.m., has inter alia transacted and approved the following businesses: 1. Approved the Board’s Report of the Company for the financial year ended March 31, 2026 and recommended the same for adoption by the members at the forthcoming Annual General Meeting (AGM). 2. Decided to convene the 40th Annual General Meeting (AGM) of the Company on Monday, September 28, 2026 at Corporate office of the Company and approved the draft Notice of the AGM. 3. Recommended the re-appointment of Mr. Vipul Rajendrabhai Gandhi (DIN: 02729144), Director, who retires by rotation and, being eligible, has offered himself for re-appointment, subject to the approval of members at the AGM by a Special Resolution. 4. Considered and approved the Secretarial Audit Report submitted by M/s. CS Nisha & Associates, Practicing Company Secretary for the financial year 2025-26. 5. Considered and approved other routine matters with the permission of the Chair. The above is for your information and record. Thanking you, Yours faithfully, For Inditalia Refcon Ltd 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 Directors, Mr. Vipul Rajendrabhai Gandhi (DIN: 02729144), who retires by rotation at this Annual General Meeting and, being eligible, has offered himself for re-appointment, be and is hereby re- appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation; RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof constituted or to be constituted) be and is hereby authorised to do all such acts, deeds, matters and things, and to execute all such documents, instruments and writings, as may be necessary, desirable or expedient to give effect to this Resolution and for matters connected therewith or incidental thereto.” Interest of Directors/KMPs: Except Mr. Vipul Rajendrabhai Gandhi, none of the Directors, Key Managerial Personnel (“KMPs”) of the Company or their respective relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of the Notice. For and on behalf of the Board of Directors. Sd/- Place: Mumbai Rishita Taparia Date: 04/09/2026 Company Secretary & Compliance Office CORPORATE OFFICE: D1, Krishna CHS, Subhash Road, Vile Parle (East),Mumbai 400 057 Page | 3 Inditalia Refcon Ltd. 40th Annual Report 2026 NOTES: 1. In terms of Section 103(1) (a) (iii) of the Company’s Act 2013, 30 Members personally present shall constitute Quorum for the meeting. In the absence of the requisite number of members, the meeting will stand adjourned to 01.00 pm, and if a quorum is not present within half an hour therefrom (i.e. by 01.30 pm), then, in accordance with Section 103(3), the members present shall form the quorum and the meeting will proceed accordingly. 2. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on poll on his/her behalf and the proxy need not be a member of the company. A person can act as a Proxy on behalf of not more than fifty [Showing first 8,000 characters — download PDF for full document]