As on: Jul 11, 2026 01:33 AM
To, The Members of PIX Transmissions Ltd.
Your Board of Directors are pleased to present the Forty Fourth (44 ) Annual Report together with the Standalone & Consolidated Audited Financial Statements of the Company for the year ended March 31, 2026 and the Notice of Annual General Meeting.
FINANCIAL SUMMARY & HIGHLIGHTS:
(` in lacs)
STATE OF THE COMPANY'S AFFAIRS:
Standalone:
The Company reported a marginal decline in top line during FY 2026, with total income decreasing from Rs.56,981.51 lakhs in FY 2025 to Rs.54,858.88 lakhs in FY 2026.
Total expenses also reduced from Rs. 42,818.01 lakhs to Rs.42,391.08 lakhs, reflecting effective cost management measures. However, Profit After Tax (PAT) declined from Rs.10,536.97 lakhs in FY 2025 to Rs.9,208.33 lakhs in FY 2026.
Consolidated:
The Company reported a marginal decline in top line during FY 2026, with total income decreasing from Rs.60,704.20 lakhs to Rs.59,977.44 lakhs in FY 2026.
Total expenses increased slightly from Rs.45,452.61 lakhs to Rs.45,567.64 lakhs during the year. Consequently, Profit After Tax (PAT) marginally declined from Rs.11,287.63 lakhs to Rs.10,688.72 lakhs in FY 2026, reflecting a largely stable profitability performance year-on-year.
SUBSIDIARIES:
The Company has two (2) wholly owned subsidiaries viz;
I. PIX Middle East FZC,UAE; and ii. PIX Transmissions Europe Limited, UK.
These subsidiaries were established to carry out and expand the Company's business across the territory of middle- east and European countries.
Apart from these subsidiaries, the Company has also two (2) step down subsidiaries viz;
i. PIX Middle East Trading LLC, UAE; and ii. PIX Germany GmbH, Germany, that works in collaboration with their immediate parent Companies i.e. PIX Middle East FZC, UAE and PIX Transmissions Europe Limited, UK.
The highlights of performance of the wholly owned and step down subsidiaries and their contribution to the overall performance are included in the Form AOC 1 attached as Annexure-I, in accordance with the provisions, inter-alia, under Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014.
DIVIDEND ON EQUITY SHARE:
Considering the profits for the year under review, the Directors are pleased to recommend a dividend of Rs.9/- (i.e. 90 %) per equity share of face value Rs.10/- each for the Financial Year (FY') ended March 31, 2026.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has adopted the Dividend Distribution Policy w h i c h i s a v a i l a b l e a t https://www.pixtrans.com/investors/invest orPDF/Policies/Dividend_distribution_polic y.pdf
TRANSFER TO RESERVES:
The Company's general reserve stands at Rs.251.93 lakhs at the end of the FY 2026.
PUBLIC DEPOSITS:
The Company did not invite/accept deposits during the FY ended March 31, 2026.
SHARE CAPITAL:
During the FY 2026, the paid-up Equity Share Capital was Rs.1,362.52 Lakhs. Further, during the year under review, the Company did not issue any shares and grant stock options or sweat equity shares to the employees.
INSURANCE:
The assets of the Company are adequately insured against the risk of fire and other risks.
CREDIT RATING:
During the reporting period, the rating agency "CARE RATINGS LTD.", has rated your Company in the below manner:
RELATED PARTY TRANSACTION:
The Company has formulated a Policy on Related Party Transactions for the identification and monitoring of such transactions. The said Policy was amended during the year, inter-alia, by Board on the audit committee's recommendation based on the change(s) in underlying provisions of SEBI Listing Regulations and the amended policy is available on the Company's website.
All the Related Party Transactions were in the ordinary course of business and at arm's length basis and there were no material related party transactions during the year. Therefore, disclosure in Form AOC-2 prescribed under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has balanced composition of Executive and Non-Executive Directors, having promising experience and expertise in the respective fields.
Presently the Company has fourteen (14) Directors, out of which, seven (7) are Executives and seven (7) are Non-Executive Independent Directors.
During the FY 2026, the following changes have occurred in the Board of Directors of the Company:
Further, during FY 2026, at the 43rd Annual General Meeting of the Company, and pursuant to the provisions of Regulation 17(1A) of the SEBI Listing Regulations, 2015, the shareholders approved the continuation of the appointment of Dr. Abhilasha Hattangdi (DIN: 09782680) as an Independent Director, upon her attaining the age of 75 years on January 31, 2026.
Further, at the ensuing Annual General Meeting, two (2) Executive Directors namely Mr. Karanpal Sethi (DIN:01711384), Whole Time Director & CFO and Mr. Joe Moolan Paul (DIN:00129522), Whole Time Director of the Company shall retire by rotation under section 152(6) of the Companies Act, 2013, and being eligible have offered themselves for re-appointment.
The Company has received declarations of Independence from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations and that they are independent from Management.
Further on completion of their present term, Mr. Rishipal Sethi (DIN:00129304), Jt. Managing Director, and Ms. Shirley Paul (DIN:06918198), Whole Time Director of the Company, were re-appointed through the postal ballot dated March 30, 2026. The re-appointment of Mr. Rishipal Sethi took effect from April 01, 2026 and Ms. Shirley Paul will be continuing the office on her reappointment from July 10, 2026. INTEGRITY, EXPERTISE & EXPERIENCE (INCL: THE PROFICIENCY) OF THE INDEP DIRECTOR APPOINTED DURING THE YEAR:
Mr. Thakur Hotchandani (DIN:00578526) was appointed as an Independent Director during the reporting year. He is a member of the Institute of Chartered Accountants of India (ICAI) since 1997, and brings 27 years of extensive experience across various facets of the accounting and audit profession. He has been instrumental in designing management accounting and control systems for various organizations.
Area of functional expertise: Accounting, Banking & Taxation.
MEETING OF THE BOARD:
The Board of Directors met five (5) times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. For further details please refer to Corporate Governance Report attached to this Annual Report.
MEETINGS OF THE BOARD COMMITTEES:
The Board of Directors of the Company has constituted the following Committees to focus on specific areas and make informed decisions in the best interests of the Company within the law: 1. Audit Committee;
2. Nomination & Remuneration Committee;
3. Stakeholders Relationship Committee;
4. Corporate Social Responsibility & Governance Committee; and
5. Risk Management Committee
The details of the composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members, during the FY 2026 are provided in the Corporate Governance Report, which forms an integral part of this report.
VIGIL MECHANISM:
The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
The said policy is uploaded on the Company's website at:https://www.pixtrans.com/ investors/investorPDF/Policies/ PIX-VIGIL%20MECHANISM.pdf
BOARD EVALUATION:
The Board of Directors has made a formal annual evaluation of its committees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulation. The evaluation was done based on the evaluation criteria formulated by Nomination & Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness of the deliberations etc.
The Board has also carried out an evaluation of the performance of Independent Directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013 and fulfilment of independence criteria and independence from management.
Further, in a separate meeting of Independent Directors, the performance of Executive Directors, performance of the Board as whole and performance of Chairman was evaluated, taking into account the views of Executive Non-executive Directors of the Company.
NOMINATION & REMUNERATION POLICY:
The Company has a well-defined Policy for Nomination & Remuneration of the Directors, Key Managerial Personnel and other employees. The detailed information on the policy is given in the Corporate Governance Report forming part of this Annual Report.
LOANS, GUARANTEES AND INVESTMENTS:
The Company has disclosed the details relating to the Loans, Guarantees or Investments, as defined under Section 186 of the Companies Act, 2013, in the Notes to the Financial Statement which forms part of this Annual Report.
DIRECTORS RECEIVING REMUNERATION FROM HOLDING/SUBSIDIARY Cos:
No such transaction entered during the reporting period.
REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:
The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:
% increase in the median remuneration of employees in the FY 2026- 1.61%
No. of permanent employees on the rolls of Company: 283
Average % increase already made in the salaries of employees other than the managerial personnel in the last FY- 4.03%
It is affirmed that the remuneration paid to the Directors, key managerial personnel, senior management and employees is as per the Remuneration Policy of the Company.
PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of the Directors, KMPs and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As required under section 135 of the Companies Act, 2013, the CSR Policy was formulated by the CSR Committee and thereafter approved by the Board. CSR Policy is available on the Company's website:https://www.pixtrans.com/investor s/investorPDF/Policies/CSR.pdf
Further, the Chief Financial Officer of the Company has certified that the amount spent on CSR expenditure for the FY 2025-26 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.
The annual report on CSR activities carried out during the FY 2026 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure-II forming part of this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
In compliance with Regulation 34 of the SEBI Listing Regulations, separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report.
WEB LINK OF ANNUAL RETURN:
The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at https://www.pixtrans.com/investors.php
STATUTORY AUDITOR:
The members of the Company at 41st Annual General Meeting had approved the appointment of M/s SGCO & CO.LLP, Chartered Accountants (ICAI Firm Registration No 112081W/W100184) as the Statutory Auditors of the Company for a period of five years till the conclusion of the 46th AGM of the Company.
M/s SGCO & CO.LLP, have successfully conducted the audit of the books of account of FY 2025-26 and their audit report does not contains any observation, qualification or adverse remark. Further, the notes forming part of the accounts are self-explanatory and do not call for any further clarifications.
INTERNAL AUDITOR:
The Internal Audit of the Company for the FY 2026 was undertaken by the Internal Auditors M/s Rodi Dabir & Co., Chartered Accountants, Nagpur (FRN:108846W). Further, there were no adverse remarks or qualification received from the Internal Auditors.
The Internal Auditors reports directly to the Audit Committee of the Company and the internal audit was completed as per the scope defined by the said Committee from time to time.
COST AUDITOR:
During the year under review, in accordance with Section 148(1) of the Companies Act, 2013, the Company has maintained the cost records, as specified by the Central Government. Such cost records were subject to audit by M/s Manisha & Associates, Cost Accountants, Nagpur, Cost Auditors of the Company for the FY 2025-26.
Further, the Board of Directors, on the recommendation of Audit Committee, has approved the re-appointment of M/s Manisha & Associates, Cost Accountants, Nagpur, as Cost Auditors of the Company for the FY 2026-27, under section 148 of the Companies Act, 2013, and recommends ratification of their remuneration by the shareholders at the forthcoming Annual General Meeting of the Company.
SECRETARIAL AUDITOR:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the shareholders had approved the appointment of M/s. Z. M Shaikh & Associates, Practicing Company Secretaries (Membership No. F13453) as Secretarial Auditors of the Company, for a term of five consecutive financial years commencing from FY 2025-26 to 2029-30.
The Secretarial Audit Report (in Form MR-3) is attached as Annexure-III, to this Report. The Secretarial Auditor's Report to the shareholders does not contain any qualification.
FRAUDS REPORTED BY AUDITOR(S):
During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
REPORT ON INTERNAL FINANCIAL CONTROL:
Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial information.
The Company has put in place well defined procedures, covering financial and operating functions. Delegation of authority and segregation of duties are also addressed to ensure that the financial transactions are properly authorized. Further the Company has an integrated system connecting head office, plant and other locations to enable timely processing and proper recording of transactions. Physical verification of fixed assets is carried out on a periodical basis. The Internal audit department reviews the effectiveness of the internal control systems and key observations are reviewed by the Audit Committee. In view of the Board, system of internal financial control commensurate with the size and nature of business of the Company.
The Report on Internal Financial Control as required under clause(I) of sub-section 3 of section 143 of the Companies Act 2013 has been attached along with Auditor's Report.
RISK MANAGEMENT:
The Board of Directors has formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The committee is responsible for reviewing the Risk Management Plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating action on a continuing basis.
The details of composition of Risk Management Committee and its meetings, are given in the Corporate Governance Report that forms a part of this Annual Report.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement pertains and date of this report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no such change in the nature of business of the Company during the reporting period.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators or Courts or Tribunals, Statutory and quasi-judicial bodies, impacting the going concern status and Company's operations in the future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No application has been made under the Insolvency and Bankruptcy Code, 2016 and hence the disclosure is not applicable to the Company for the period under review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such incident took place during the reporting year.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (ICSI') to ensure compliance with all the applicable provisions read together with the relevant circulars issued by the Ministry of Corporate Affairs.
CEO/CFO CERTIFICATION:
The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) have issued a certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs, which has been reviewed by the Audit Committee and taken on record by the Board.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Details are given in the Annexure-IV forming part and attached to this report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company believes that Human Resource is the principal driver of change. The Company focuses on providing individual development and growth in a professional work culture that enables innovation, ensures high performance and remains empowering.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 {POSH Act'} and rules made thereunder, the Company has constituted Internal Complaints Committees (ICC) to consider and resolve the complaints related to sexual harassment.
The ICC is headed by a senior woman POSH consultant for conducting the investigations and making decisions at the respective locations. The ICC also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. Four (4) Training/awareness programs/workshops were conducted during the FY 2026 to create sensitivity towards ensuring respectable workplace. During the year under review, the Company has not received any complaint pertaining to sexual harassment, therefore no cases are pending for more than 90 days.
MATERNITY BENEFITS ACT, 1961:
The Company has complied with the provisions of Maternity Benefits Act, 1961 during the reporting period.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that:
1. In the preparation of Annual Accounts for the FY 2025-26, the applicable accounting standards have been followed along with proper explanation relating to material departures and in compliance with the laws;
2.The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year on that period;
3.The Directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. Annual Accounts have been prepared on a going concern basis;
5.Internal financial controls were in place which were adequate and were operating effectively; and
6. Proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems are adequate and operating effectively.
APPRECIATION AND ACKNOWLEDGEMENT:
The Board of Directors wish to express their appreciation for the co-operation and continued support extended by its various stakeholders like the Government(s), Customers, Suppliers, Dealers, Value Chain Partners, Banks, Financial Institutions, Communities, Employees, Workers and the Members towards conducting the business of the Company.
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