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CUPID LTD.

18 September 2026 | 03:54

Industry >> Personal Care

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ISIN No INE509F01029 BSE Code / NSE Code 530843 / CUPID Book Value (Rs.) 3.68 Face Value 1.00
Bookclosure 09/03/2026 52Week High 299 EPS 0.80 P/E 329.23
Market Cap. 35633.51 Cr. 52Week Low 41 P/BV / Div Yield (%) 72.00 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Board of Directors is pleased to present herewith the 33rd Annual Report of your Company together with the Audited financial
statements (including Consolidated Financial Statements) for the year ended 31st March, 2026. The Management Discussion and
Analysis has been annexed to the Directors Report.

FINANCIAL RESULTS

The highlights of financial results of the company are as follows: -

Particulars

For the financial
year 2026 (FY26)

For the financial
year 2026 (FY26)

Standalone

Consolidated

Operating Revenues

35,770.88

35,770.88

Profit before Depreciation & Amortization, Finance charges

15,042.72

15,039.61

Depreciation & Amortization

512.32

512.32

Finance Charges

280.73

280.73

Profit / (Loss) before tax

14,249.67

14,246.56

Provision for taxation (incl. deferred tax)

3,423.23

3,423.23

Profit / (Loss) after tax

10,826.44

10,823.33

During the year under review, operating revenues stood at ' 35,770.88 lacs (Standalone and Consolidated) in FY26 compared to
' 18,352.13 lacs in FY25. At the net profit level, we closed this financial year with a net profit of ' 10,826.44 lacs (Standalone) and
' 10,823.33 Lacs (Consolidated) as against ' 4,093.01 lacs (Standalone) and ' 4088.72 Lacs (Consolidated) in the previous year.

DIVIDEND

Company did not recommend and declare any dividend during the year under review.

RESERVES

The whole of profit after tax has been transferred to Retained Earnings. There is no amount that has been proposed to be carried to
any other reserves.

NATURE OF BUSINESS

The Company manufactures Male and Female Rubber Contraceptives, Lubricant Jelly and In Vitro Diagnostic Devices (IVD). The
Company also continues its presence in the FMCG B2C space with its wide range of products. It has diversified its offerings by entering
into the FMCG space with its range of perfumes, hair oil, deodorants, face wash, hair removal spray, petroleum moisturizing jelly, etc.
There has been no change in the nature of business carried on by the Company during the year under review.

SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2026 is ' 134,46,60,700 (One Hundred Thirty Four Crores Forty Six Lakhs Sixty
Thousand and Seven Hundred Only). During the year under review, the Company has not issued shares with differential voting rights.
Company has allotted 1,07,57,28,560 bonus shares and 4,65,000 shares under Cupid Limited Employee Stock Option Plan - 2022
(Cupid Limited ESOP - 2022) during the year. As on 31st March 2026, none of the Directors of the Company hold instruments convertible
into equity shares of the Company.


FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliances
with the requirements of the Companies Act, 2013 and the Indian
Accounting Standard (IND AS). The financial state ments h ave bee n
prepared on historical cost basis. The estimates and judgments
relating to the financial statements are made on a prudent basis,
so as to reflect in a true and fair manner, the form and substance
of transactions and reasonably present the Company's state of
affairs, profits and Cash Flows for the year ended 31st March,
2026. There is no audit qualification in financial statements by
the statutory auditors for the year under review.

LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given
in the notes to Financial Statements.

DEPOSITS

The Company has not accepted any deposit from the public falling
within the ambit of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014, or under
Chapter V of the Act.

RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered into
any contracts or arrangements with related parties

referred to in Section 188 of the Companies Act, 2013 and
providing the information in the prescribed Form AOC-2 are not
applicable to the Company. There are no transactions with related
parties except those indicated in notes to accounts.

INTERNAL CONTROL SYSTEMS

Internal Financial Control is an integral to the Company's strategy
and for the achievement of the long-term goals. Our success as
an organisation depends on our ability to identify and leverage
the opportunities while managing the risks. In the opinion of the
Board, the Company has robust internal financial controls which
are adequate and effective during the year under review.

The Company's internal control system is commensurate with its
size, scale and complexities of operations. Anudnya A Mehta &
Associate, Chartered Accountants were the Internal Auditors of
the Company for the FY2025-26.

Business risks and mitigation plans are reviewed and the internal
audit processes include evaluation of all critical and high risk
areas. Critical functions are reviewed rigorously, and the reports
are shared with the Management for timely corrective actions, if
any. The major focus of internal audit is to review business risks,
test and review controls, assess business processes besides
benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews
the adequacy and effectiveness of the internal control systems
and are also apprised of the internal audit findings and corrective
actions. The Audit Committee suggests improvements to the
control mechanism. The Audit Committee and Risk Management
Committee of the Board of Directors, Statutory Auditors and
Business Heads are periodically apprised of the internal audit
findings and corrective actions.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud
and mismanagement, if any. It ensures that strict confidentiality is
maintained whilst dealing with concerns and also no discrimination
will be meted out to any person for a genuinely raised concern.
Any suspected or confirmed incident of fraud / misconduct can
be reported thereof.

The Whistle Blower Policy has been posted on website of the
Company at below link: -

https://www.cupidlimited.com/wp-content/uploads/2024/07/

Whistleblower-Policv.pdf

DISCLOSURES ON EMPLOYEE STOCK OPTION SCHEME

The Employee Stock Options (“ESOPs”) granted to the employees
of the Company currently operate under the Cupid Limited -
Employee Stock Option Scheme 2022 (ESOP - 2022).

The aforesaid Scheme complied with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI
(SBEB&SE) Regulations, 2021”), to the extent applicable.

The Nomination and Remuneration Committee of the Board of
Directors of the Company, inter alia, administers and monitors
the Scheme in accordance with the SEBI (SBEB&SE) Regulations,
2021.

The details of the ESOPs granted and outstanding as on March
31, 2026 along with other particulars as required by Regulation
14 of the SEBI (SBEB&SE) Regulations, 2021 is available on the
website of the Company at
https://www.cupidlimited.com/esop-
disclosure/

The certificate from the Secretarial Auditor, as required under
Regulation 13 of the SEBI (SBEB&SE) Regulations 2021, stating
that the ESOP Scheme have been implemented in accordance
with the SEBI (SBEB&SE) Regulations, 2021 would be available
for inspection by the Members during the Annual General Meeting
(“AGM”).

RISK MANAGEMENT

The Company endeavours to continually sharpen its risk
management systems and processes in line with a rapidly
changing business environment. During the year under review,
there were no risks which in the opinion of the Board threaten the
existence of the Company. However, some of the risks which may
pose challenges are set out in the Management Discussion and
Analysis which forms part of this Annual Report.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board
has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration and other
Committees. The same is found to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)Directors

As on March 31, 2026, your Company's Board comprised of 2
(Two) Executive Director and 5 (Five) Non-Executive Independent
Directors (including 1 (One) Women Independent Directors),
details thereof have been provided in the Report on Corporate
Governance which is a part of this Annual Report.

Further, during the year under review:-

• Mr. Santosh Desai (DIN: 01237902) ceased to be an
Independent Director of the Company with effect from
February 3, 2026.

• Ms. Smeeta Bhatkal (DIN: 07363916) ceased to be an
Independent Director of the Company with effect from March
2, 2026.

• Ms. Shaina Narendrasingh Chudasama (DIN:02933918)
ceased to be Director (Non-Executive, Non-Independent) of
the Company with effect from January 27, 2026.

• Based on the recommendation of Nomination and
Remuneration Committee, the Board of Directors appointed
Mr. Bontha Prasada Rao (DIN: 01705080) as an Additional
Director (Non-Executive & Independent) with effect from
February 25, 2026.

Subsequently, the Shareholders/Members approved Mr. Bontha
Prasada Rao's (DIN: 01705080) appointment as a Non-Executive
& Independent Director through a Postal Ballot on May 20, 2026.

The Board of Directors has placed on record its sincere
appreciation and gratitude for the valuable contributions, guidance
and dedicated services rendered by Mr. Santosh Desai and Ms.
Smeeta Bhatkal during their tenure as Independent Directors
of the Company and by Ms. Shaina Narendrasingh Chudasama
during her tenure as a Non-Executive, Non-Independent Director
of the Company.

Further, the Board of Directors, at its Meeting held on January
29, 2026, approved the continuation of the directorship of Mr.
Rajinder Singh Loona (DIN: 02305074) as a Non-Executive
Independent Director of the Company upon attaining the age of
75 years, subject to the approval of the shareholders by way of a
Special Resolution. Subsequently, the Shareholders/Members of
the Company, at the Extra-Ordinary General Meeting(EOGM) held
on February 24, 2026, approved the same by passing a Special
Resolution.

In accordance with the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Aditya Kumar
Halwasiya, Chairman and Managing Director of the Company,
retires by rotation at the ensuing Annual General Meeting of the
Company, and being eligible offers himself for re-appointment.

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended.

Key Managerial Personnel

Pursuant to the provisions of the Companies Act, 2013, the
following were the Key Managerial Personnel (“KMP”) of the
Company during the year under review:

• Mr. Aditya Kumar Halwasiya - Chairman and Managing
Director

• Mr. Narendra M. Joshi - Chief Financial Officer

• Mr. Saurabh V. Karmase - Company Secretary and
Compliance Officer (upto the closure of business hours on
May 15, 2026)

Further, Mr. Saurabh V. Karmase resigned from the position of
Company Secretary, Compliance Officer and Key Managerial
Personnel of the Company with effect from the close of business
hours on May 15, 2026. Consequent thereto, Mr. Hardik Chandra
was appointed as the Company Secretary, Compliance Officer and
Key Managerial Personnel of the Company with effect from May
16, 2026.

The Board of Directors places on record its sincere appreciation
and heartfelt gratitude for the invaluable contributions, exemplary
commitment, and dedicated services rendered by Mr. Saurabh
V. Karmase during his tenure as the Company Secretary and
Compliance Officer of the Company. The Board acknowledges
his professionalism, guidance, and significant contribution
towards strengthening the Company's corporate governance and
compliance framework and wishes him continued success in all
his future endeavours.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the
operations of the Company, as required under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is
provided in a separate section and forms an integral part of this
Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the provisions of regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
the Business Responsibility and Sustainability Report (“BRSR”)
is provided in a separate section and forms an integral part of
this Report.

BOARD MEETINGS AND ANNUAL GENERAL MEETING

During the year under review, 7 (Seven) Board Meetings were
held on May 21, 2025, August 08, 2025, November 12, 2025,
December 29, 2025, January 20, 2026, January 21, 2026 and
January 29, 2026. The 32nd AGM of the Company was held on
September 26, 2025 through Video Conferencing / Other Audio
Visual Means.

The Board has met at least once in every Calendar Quarter and
the gap between two consecutive Meetings did not exceed one
hundred and twenty days. These Meetings were well attended
by the Directors. There was requisite quorum present in all the

Meetings of the Board held during the FY 2025-26. The intervening
gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee (NRC)

3. Stakeholders' Relationship Committee (SRC)

4. Corporate Social Responsibility Committee (CSR)

5. Risk Management Committee (RMC)

The details of the Committees along with their composition,
number of meetings and attendance at the meetings are provided
in the Corporate Governance Report.

STATUTORY AUDITORS

M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai
were appointed as Statutory Auditors of the company at 29th
Annual General Meeting which was held on 28th September,
2022 to hold the office as Statutory Auditor from the conclusion
of 29th Annual General Meeting till conclusion of 34th Annual
General Meeting of the company.

The Statutory Auditors' Report forms part of the Annual Report.
The Statutory Auditor's report does not contain any qualification,
reservation or adverse remark for the year under review. Further,
During the year under review, there were no instance of fraud
which requires the Statutory Auditors to report the same to the
Central Government under Section 143(12) of Act and Rules
framed thereunder.

The Auditors' Reports issued by the Statutory Auditors for FY
2025-26 are unmodified i.e. it does not contain any qualification,
reservation or adverse remark or disclaimer.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and rules
made thereunder and Regulation 24A of the SEBI Listing
Regulations , M/s. SKJP & Associates were appointed as the
Secretarial Auditors of the Company for a term of 5 consecutive
years with effect from FY 2025-26 to FY 2029-30, subject to
approval of the shareholders at the 32nd AGM.

The appointment of M/s. SKJP & Associates as the Secretarial
Auditors of the Company was approved by the shareholders at the
32nd AGM.

M/s. SKJP & Associates. Practicing Company Secretaries,
conducted Secretarial Audit pursuant to the provisions of Section
204 of the Act and submitted the Secretarial Audit Report for the
Financial Year ended March 31, 2026. The report is annexed to
this Report as “Annexure 2” and forms an integral part of this
Report. The report does not contain any qualification except:

The Company was required to capture fourteen (14) events during
the financial year ended 31 March 2026. Of these, thirteen (13)
events were captured within the stipulated timeframe, while one
(1) event was recorded at a later date.

Pursuant to Regulation 24A of Listing Regulations read with SEBI
Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/2023/120
dated July 11, 2023, the Annual Secretarial Compliance Report
of the Company for the FY 2025-26 is uploaded on the website
of the Company i.e.
https://www.cupidlimited.com/annual-
secretarial-compliance-report/

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act,

2013 read with the Companies (Cost Records and Audit) Rules,

2014 as amended from time to time the Board of Directors,
on the recommendation of Audit Committee, has re-appointed
M/s. KPMSS & Associates, Cost Accountants, (Firm Registration
Number: 005229) as Cost Auditor to audit the cost accounts of
the Company for the FY 2026-27. As required under the Act, a
resolution seeking member's approval for the remuneration
payable to the Cost Auditor forms part of the Notice convening
the Annual General Meeting for their ratification. The company is
properly maintaining its cost record internally.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read
with Companies (Management and Administration) Rules, 2014,
the Annual Return of the Company in Form MGT-7 has been
placed on the Company's website
www.cupidlimited.com.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the
financial position of the Company which have occurred between
the end of the financial year and the date of this Report except
those which are disclosed in

this Report. There were no material events that had an impact on
the affairs of your Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant and material orders passed by the
Regulators / courts / Tribunals that would impact the going
concern status of the Company and its future operations.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally
clean and safe operations. The Company's policy requires
conduct of operations in such a manner, so as to ensure safety
of all concerned, compliances, environmental regulations and
preservation of natural resources.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

In compliance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (“POSH Act”) and Rules framed thereunder, the Company
has formulated and implemented a policy on prevention,
prohibition and redressal of complaints related to sexual
harassment of women at the workplace. The Company took all
necessary measures to ensure a harassment free workplace and
has instituted an Internal Complaints Committee for redressal
of complaints and to prevent sexual harassment. No complaints
relating to sexual harassment were received during the year.

CORPORATE GOVERNANCE

As per Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a separate
section on ‘Report on Corporate Governance' practices followed
by the Company, together with a certificate from the Secretarial
Auditors of the Company confirming compliances forms integral
part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors
make the following statements in terms of Section 134 (3) (c)
read with 134 (5) of the Companies Act, 2013 that:

a. in the preparation of the annual accounts for the year ended
31st March, 2026, the applicable accounting standards

have been followed along with proper explanation relating to
material departures, if any;

b. the directors have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at 31st March, 2026 and of the profit of the Company for the
year ended on that date;

c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern
basis;

e. the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and;

f. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT,TECHNOLOGY ABSORPTIONA) Conservation of Energy:-

i. The Company has taken all effective steps to conserve the
energy by installing latest equipment's for conservation of
energy. As a stand-by arrangement in case of no supply of
electricity, the Company has installed generator set.

ii. The cumulative effect of the Energy conservations steps
taken by the Company has considerably reduced the
consumption of Energy and saved the cost.

iii. The Company has installed Solar in its manufacturing facility
for Energy conservation.

iv. The Company is not required to mention per unit consumption
of Energy in “form A”.

B & C) Technology Absorption and Expenditure on Research &

Development:-

The Company continues to utilise appropriate technology in the

manufacture of male condoms, female condoms and In-Vitro

Diagnostic (IVD) and other products. The Company undertakes
continuous Research & Development initiatives and technology
upgradation to improve product quality, safety, manufacturing
efficiency and cost competitiveness. These efforts are focused on
product and process improvement, meeting evolving requirements
and applicable regulatory standards and strengthening the
Company's competitiveness in domestic and international markets.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned foreign exchange of ' 20,813.39
Lacs (Previous year ' 9,357.72 Lacs) through exports, whereas
the Company paid / payable foreign exchange of ' 548.75 Lacs
(Previous Year ' 143.54 Lacs) towards machinery / equipments.
Further payments made in foreign exchange of ' 509.36 Lacs
(Previous Year ' 406.11 Lacs) towards other expenses.

INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

A detailed disclosure with regard to the IEPF related activities
undertaken by your Company during the year under review forms
part of the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board of Directors of the Company, by
a resolution passed through circulation on February 12, 2026,
approved the re-constitution of the Corporate Social Responsibility
(“CSR”) Committee. The CSR Committee is chaired by Mr. Aditya
Kumar Halwasiya, Chairman and Managing Director of the
Company and comprises Mr. Ajay Kumar Halwasiya, Executive
Director, and Mr. Akshay Kumar, Independent Director, as its other
members. Your Company also has in place a CSR policy and the
same is available on the website of the Company at
https://www.
cupidlimited.com/corporate-governance/ A detailed report as per
Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is attached as
“Annexure 3” forming part of this
report.

AUDIT COMMITTEE

The Board of Directors of the Company, by a resolution passed
through circulation on March 30, 2026, approved the re¬
constitution of the Audit Committee. The Audit Committee is
chaired by Mrs. Rajni Mishra, Independent Director and comprises
Mr. Thallapaka Venkateswara Rao, Independent Director and
Mr. Bontha Prasada Rao, Independent Director as its other
members. The details of all related party transactions, if any, are

placed periodically before the Audit Committee. During the year,
there were no instances where the Board had not accepted the
recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Board of Directors of the Company, by a resolution
passed through circulation on February 12, 2026, approved
the re-constitution of the Nomination and Remuneration
Committee (NRC). The NRC is chaired by Mr. Rajinder Singh
Loona, Independent Director and comprises Mr. Thallapaka
Venkateswara Rao, Independent Director and Mrs. Rajni Mishra,
Independent Director as its other members. During the year,
there were no instances where the Board had not accepted the
recommendations of the NRC.

STAKEHOLDER RELATIONSHIP COMMITTEE (SRC)

The Stakeholder Relationship Committee is headed/chaired by
Mr. Rajinder Singh Loona, Independent Director as Chairman of the
Committee. Mr. Aditya Kumar Halwasiya, Chairman and Managing
Director and Mr. Ajay Kumar Halwasiya, Executive Director are the
members of committee. During the year, there were no instances
where the Board had not accepted the recommendations of the
Stakeholder Relationship Committee.

RISK MANAGEMENT COMMITTEE (RMC)

The Risk Management Committee is headed by Mr. Akshay
Kumar, Independent Director as Chairman of the committee.
Mr. Aditya Kumar Halwasiya, Chairman and Managing Director
and Mr. Ajay Kumar Halwasiya, Executive Director of the Company
are the members of committee. During the year, there were no
instances where the Board had not accepted the recommendations
of the Risk Management Committee.

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT
DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and
regulation 17 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the performance evaluation of the Independent Directors is
carried out by other non-independent directors on the basis of
their contribution towards important aspects of the company
and active participation on the board. The Directors express their
satisfaction with the evaluation process.

Further, the company have constituted Performance Evaluation
Policy to evaluate the performance of Independent Directors
and the said policy is available on the website of the company at
https://www.cupidlimited.com/corporate-governance/

REMUNERATION OF DIRECTORSPecuniary Relationship or Transactions with the Non-Executive
Directors:

There was no any pecuniary relationship or transaction took place
between the company and its non-executive directors.

Criteria of making payments to non-executive directors:

Company is paying the sitting fees as decided by the Board
of Directors for attending the Board Meetings and various
Committee Meetings and Profit Related Commission as approved
by the Shareholders to all the Non-Executive Directors. Further,
Company reimburses out of pocket expenses incurred by all
the Non-Executive Directors of the Company in connection with
various affairs of the Company.

PARTICULARS OF EMPLOYEE

The disclosure required under section 197 of the Companies Act,
2013 read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached
as
“Annexure 4”.

A statement comprising the names of top 10 employees in terms
of remuneration drawn and every person employed throughout
the year, who were in receipt of remuneration in terms of Rule 5(2)
and Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘5'
and forms an integral part of this annual report. The said Annexure
is not being sent along with this annual report to the members of
the Company in line with the provisions of Section 136 of the Act.
Members who are interested in obtaining these particulars may
write to the Company Secretary at the Registered Office of the
Company. The aforesaid Annexure is also available for inspection
by Members at the Registered Office of the Company, 21 days
before and up to the date of the ensuing Annual General Meeting
during the business hours on working days.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company continues to strengthen its human resource
practices with a focus on enhancing organizational performance
by aligning organizational goals with departmental and individual
objectives. A structured performance review mechanism enables
employees to remain focused on their goals while facilitating
continuous improvement through regular feedback and timely
course correction.

The Company continues to follow a structured framework for
identifying critical talent within the organization, developing
business-critical capabilities, and providing exposure through
business-impact projects to enhance readiness for higher
responsibilities. A differentiated compensation philosophy
ensures that critical talent is rewarded competitively. This
integrated approach has contributed to improved retention and
sustained development of key talent across the organization.

During the year under review, industrial relations throughout the
Company remained cordial, harmonious and peaceful.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

During the year under review, the Company has one wholly owned
subsidiary “Cupid Invesco Limited” in Jebel Ali Free Zone, UAE.
Pursuant to Section 129(3) of the Companies Act, 2013 (“Act”)
read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing salient features of the financial statements
of Subsidiary Company is given in
Form AOC-1 in Annexure 1.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion
and Analysis Report describing the Company's objectives,
projections, estimates, expectations or predictions may be
‘forward-looking statements' within the meaning of applicable
securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that
could make difference to the Company's operations include raw
material availability and its prices, cyclical demand and pricing
in the Company's principal markets, changes in Government
regulations, Tax regimes, economic developments within India
and other ancillary factors.

ACKNOWLEDGEMENT

Your Directors wish to place on record deep sense of appreciation
to the employees for their contribution and services. Company's
consistent growth has been possible by their hard work, solidarity,
co-operation and dedication during the year.

Your Directors thank the Government of India, the State
Governments, various statutory and regulatory authorities for their
co-operation and support to facilitate ease in doing business. Your
Directors also wish to thank its customers, business associates,
distributors, channel partners, suppliers, investors and bankers
for their continued support and faith reposed in the Company.

For and on behalf of the Board of DirectorsAditya Kumar Halwasiya

Chairman and Managing Director
DIN.: 08200117
CIN No. : L25193MH1993PLC070846

REGISTERED OFFICE

A - 68, M. I. D. C. (Malegaon), Sinnar, Nashik,

Maharashtra- 422113

Place: Mumbai
Date:
August 07, 2026