Annual Report for Financial Year 25-26

CARNATION INDUSTRIES LIMITED 9/C KUMAR PARA ROAD 2ND FLOOR, LILUAH HOWRAH-711204 CIN: L25119WB1983PLC035920 August 03, 2026 To To BSE Limited The Calcutta Stock Exchange Ltd Phiroze Jeejeebhoy Towers, 7, Lyons Range Dalal Street, Mumbai-400 001 Kolkata - 700 001 Scrip Code: 530609 Scrip Code: 13067 Sub: Annual Report of the Company for the Financial Year 2025-26 Dear Sir/Ma’am, Pursuant to Regulation 34 (1) (a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the copy of Annual Report of the Company for the Financial Year 2025-26. The above information is also available on the website of the Company. We request you to kindly take the above information on record and oblige For Carnation Industries Limited Bhawna Gupta Director DIN: 10101543 Corporate Office: G-2, 34/1, Vikas House, East Punjabi Bagh, Delhi-110026 CARNATION INDUSTRIES LIMITED  Page - 1 ANNUAL REPORT 2025-26 CARNATION INDUSTRIES LIMITED ANNUAL REPORT 2025-26  Page - 2 CARNATION INDUSTRIES LIMITED  Page - 1 ANNUAL REPORT 2025-26 CARNATION INDUSTRIES LIMITED NOTICE NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF CARNATION INDUSTRIES LIMITED WILL BE HELD ON WEDNESDAY, 26TH OF AUGUST 2026 AT 11:00 A.M. (IST) THROUGH VIDEO CONFERENCING (“VC”)/ OTHER AUDIO- VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: ITEM NO. 1- TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution; “RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon as circulated to the Members, be and are hereby considered and adopted.” ITEM NO. 2- TO APPOINT A DIRECTOR IN PLACE OF MS. BHAWNA GUPTA (DIN: 10101543), DIRECTOR, WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HERSELF FOR REAPPOINTMENT To consider and if thought fit, to pass the following resolution as an Ordinary Resolution; “RESOLVED THAT pursuant to the provisions of Section 152 (6) and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time (“Act”), Ms. Bhawna Gupta (DIN: 10101543) Director, who retires by rotation and being eligible for re-appointment, be and is hereby re- appointed as a Director of the Company.” SPECIAL BUSINESS: ITEM NO. 3 APPROVAL FOR RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013 To consider and if thought fit, to pass the following resolution as a Special Resolution; “RESOLVED THAT pursuant to the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and the Company’s policy on Related Party Transactions, approval of the Members be and is hereby accorded to the Board of Directors of the Company (‘Board’) to enter into contract(s)/ arrangement(s)/ transaction(s) with a related party(s) within the meaning of Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI Listing Regulations, for purchase and sale of goods and material for the production of the Company, as the Board may deem fit, up to a maximum aggregate value of Rs. 150 crore (Rupees One Hundred and Fifty Crore) at arm’s length basis and in the ordinary course of business, for the Financial Year 2026-27 RESOLVED FURTHER THAT documents, file applications and make representations in respect thereof the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including finalizing the terms and conditions, methods and modes in respect thereof and finalizing and executing necessary documents, including contracts, schemes, agreements and such other and seek approval from relevant authorities, including Governmental authorities in this regard and deal with any matters, take necessary steps as the Board may in its absolute discretion deem necessary, desirable or expedient to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT any of the Directors and/or Company Secretary be and are hereby severally authorized to file pay returns/ forms with the Registrar of Companies and to do all acts, deeds and things that may be necessary. proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.” ITEM NO. 4 AMENDMENT IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: ANNUAL REPORT 2025-26  Page - 2 CARNATION INDUSTRIES LIMITED “RESOLVED THAT pursuant to the provisions of Sections 13, 15 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the rules made thereunder, including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force, and subject to such other approvals, consents, permissions and sanctions as may be required from the appropriate authorities, and subject to such terms, conditions, modifications or amendments as may be prescribed or suggested by any such authorities and agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall include any Committee thereof), the consent of the Members of the Company be and is hereby accorded to alter and amend Clause III(A) – Main Objects of the Memorandum of Association of the Company (“MOA”) by inserting the following new sub- clause 7 after the existing sub-clause 6: 7. To carry on the business of purchase, sale, subscription, acquisition, investment in or dealing in shares, units, negotiable instruments, debentures, bonds, obligations, mortgages and securities of any kind, movable and immovable assets and any interest therein; and to give credit to any person and to advance loans and make investments in securities, shares, mutual funds, bonds, warrants, debentures or any other kind of interest or instrument carrying rights. RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such actions and to do all such acts, deeds, matters and things as may be necessary, appropriate or expedient to give effect to this resolution, including making such applications, filings and submissions, and obtaining such approvals, consents or permissions from the Registrar of Companies and other statutory or regulatory authorities, as may be required in this regard. By Order of the Board of Directors for CARNATION INDUSTRIES LIMITED Bhawna Gupta Date: July 30, 2026 Director Place: New Delhi (DIN: 10101543)  Page - 3 ANNUAL REPORT 2025-26 CARNATION INDUSTRIES LIMITED NOTES GENERAL INFORMATION 1. Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold EGM/AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, EGM/AGM shall be conducted through VC / [Showing first 8,000 characters — download PDF for full document]