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EQUITY - MARKET SCREENER

Eimco Elecon (India) Ltd
Industry :  Engineering
BSE Code
ISIN Demat
Book Value()
523708
INE158B01016
810.2403813
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
EIMCOELECO
25.52
896.11
EPS(TTM)
Face Value()
Div & Yield %
60.86
10
0.26
 

As on: Jun 07, 2026 06:18 AM

Dear Members,

The Board of Directors present the Fifty-Second Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2026.

1. HIGHLIGHTS OF PERFORMANCE

For the year ended March 31, 2026, the Company's total revenue stood at Rs. 23,074.65 Lakhs, compared to Rs. 24,647.25 Lakhs in the previous year.

Profit Before Tax for the year was Rs. 5,035.64 Lakhs as compared to Rs. 6,560.06 Lakhs in the previous year.

Profit After Tax for the year was Rs. 3,871.33 Lakhs as compared to Rs. 4,890.68 Lakhs in the previous year.

2. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars

March 31, 2026 March 31, 2025
Revenue from Operations 23,074.65 24,647.25
Other Income 1,700.47 1,832.56

Total Income from Operations

24,775.12 26,479.81

Profit Before Tax

5,035.64 6,560.06
Tax Expenses 1,164.31 1,669.38

Profit for the Year

3,871.33 4,890.68
Other Comprehensive Income (26.36) (25.17)
Total Comprehensive Income for the year 3,844.97 4,865.51
Equity Reserves 46, 173.87 42,617.31

3. DIVIDEND

Your directors have recommended dividend of 40% i.e. Rs. 4/- per share on 57,68,385 equity shares of Rs. 10/- each for the year ended March 31,2026 (Previous Year Rs. 5/- per share on 57,68,385 equity shares of Rs. 10/- each). Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company can be accessed at https://eimcoelecon.in/wp-content/ uploads/2022/08/25 y The-Dividend-Distribution-Policy- Final.pdf.

During the year under review, the unclaimed dividend pertaining to the Financial Year 2017-18 has been transferred to the Investor Education & Protection Fund.

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2025-26 in the Statement of Profit & Loss.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31, 2026, the Company has neither any subsidiary nor any Joint Venture or Associate Company.

6. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2026, was Rs. 576.84 Lakhs. During the year under review, the Company has neither issued any shares with differential voting rights nor granted stock options or sweat equity.

7. BORROWINGS

FINANCE

The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company has been suitably insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the financial statements provided in this Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and there are no unpaid / unclaimed deposits as on March 31, 2026.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

CESSATION OF TENURE OF INDEPENDENT DIRECTOR

Mrs. Manjuladevi Shroff (DIN: 00297159) completed her second and final term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. the close of business hours on August 12, 2025. The Board of Directors and the Management of the Company placed on record their deep appreciation for the contributions made by Mrs. Manjuladevi Shroff during her association with the Company.

CESSATION OF TERM OF EXECUTIVE DIRECTOR

Mr. Mukulnarayan Dwivedi (DIN: 08442155) completed his current term as an Executive Director and consequently ceased to be a Director & Key Managerial Personnel of the Company with effect from close of business hours on September 9, 2025. The Board of Directors and the Management of the Company placed on record their deep appreciation for the contributions made by Mr. Mukulnarayan Dwivedi during his association with the Company.

APPOINTMENT/RE-APPOINTMENT OF DIRECTOR

• Mr. Kamlesh Shah (DIN: 08629181) was appointed as an Additional Director & Whole-time Director (designated as Executive Director) of the Company by the Board of Directors at their meeting held on July 10, 2025, for a period of 3 (three) years with effect from September 10, 2025, not liable to retire by rotation, subject to approval of the members of the Company.

• The Company sought the approval of the members by way of Special Resolution through notice of postal ballot dated July 10, 2025 for the appointment of Mr. Kamlesh Shah as an Additional Director & Whole- time Director (designated as Executive Director) of the Company for a period of 3 (three) years with effect from September 10, 2025, which was duly passed and concluded on September 5, 2025 by the members of the Company.

• Mr. Kamlesh Shah holds bachelor's degree in commerce and Chartered Accountant under Institute of Chartered Accountants of India. He has rich & qualitative experience of nearly 27 years in Strategic Financial Operations, Taxation & Commercial Operations-Strategy & Planning, Forex Management- Swap & Hedging, Corporate Finance (Funding & Sourcing), Treasury Management, Mergers & Acquisitions, Managing Overseas Operations and Financial Management, MIS & Costing, Investors Relations.

• Mr. Kamlesh Shah is employed with Elecon Group for more than 5 years. He has rich experience in business, strategy, leadership, finance, risk management etc. In the opinion of the Board, his extensive understanding of specialising in the areas of Strategy development & financial planning, Mergers & Acquisitions, Corporate restructuring would add value and provide meaningful insights to the Company.

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Prashant Amin (DIN: 01056652), Director retires by rotation at the forthcoming 52nd Annual General Meeting of the Company and, being eligible, offers himself for re- appointment.

The Board recommends his appointment for your approval.

DISCLOSURES BY DIRECTORS

None of the Director of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures to this effect as required under of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Directors under Section 149 (7) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS

During the year under review, four Board Meetings, four Audit Committee Meetings, two Nomination and Remuneration Committee Meetings, one Stakeholders Relationship Committee Meeting, one Corporate Social Responsibility Committee Meeting and one separate Meeting of Independent Directors were held. The meeting details are provided in the Corporate Governance Report that forms part of this Report. The maximum interval between any two meetings is as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPOSITION OF VARIOUS COMMITTEES

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the details of the said committee meetings are given in the Corporate Governance Report which forms part of this report.

MEETING OF INDEPENDENT DIRECTORS The Independent Directors met on January 9, 2026 without attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

NOMINATION AND REMUNERATION POLICY The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) and their remuneration.

As and when need arises to appoint Director, KMP and SMP, the Nomination and Remuneration Committee (NRC) of the Company will determine the criteria based on the specific requirements. NRC, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate. Director(s), KMP(s) and SMP(s) appointment and remuneration will be as per NRC policy of the Company.

The salient features of the NRC policy of the Company have been disclosed in the Corporate Governance Report, which is a part of this report. The said Policy is available on the Company's website on https://eimcoelecon.in/ wp-content/uploads/2020/06/THE-NOMINATION-AND- REMUNERATION-POLICY.pdf.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates, business model etc., along with the updating on various amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

The Company has conducted the familiarization programme for Independent Directors of the Company, details for the same have been disclosed on the Company's website https://eimcoelecon.in/details-of-familiarization- programmes-imparted-to-independent-directors/.

EVALUATION OF BOARD AND SENIOR MANAGEMENT

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and notifications/ circulars of SEBI, 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 committees. Further, the Nomination and Remuneration Committee has carried out the performance evaluation including the Company Secretary and Chief Financial Officer of the Company. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report which forms part of this report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

KEY MANAGERIAL PERSONNEL As on March 31, 2026, Mr. Kamlesh Shah, Executive Director; Mr. Vishal Begwani, Chief Financial Officer and Mr. Rikenkumar Dalwadi, Company Secretary are designated as KMP(s) of the Company.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 ("the Act"), your Board, to the best of their knowledge and based on the information and explanations received from the management of your company confirm that:-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom;

(ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations 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 as at March 31,2026 and of the profit of the Company for the year ended on that date;

(iii) they 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended March 31, 2026; and

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended March 31,2026.

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has been carrying out various CSR activities. These activities are carried out in terms of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time-to-time. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-'A' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of the Company's business.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company's business. Transactions with related parties are disclosed in the notes to accounts to the financial statements. The Form No. AOC-2 envisages disclosure of material contracts or arrangement or transaction at arm's length basis is annexed with as Annexure-'B'.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at https://eimcoelecon.in/wp-content/uploads/2022/08/7 g EIMCO-ELECON RPT-Policy 31012022.pdf.

12. MANAGEMENT'S DISCUSSION AND ANALYSIS

The Management Discussion & Analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

13. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

A detailed report on Corporate Governance is appearing as Annexure-'C' to this Report along with the Auditors' Certificate on its compliance by the Company.

14. PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the "Rules") have been appended as Annexure-'D', forming part of this Report.

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Rules are available to any Shareholder for inspection on request. If any Shareholder is interested in obtaining a copy thereof, such Shareholder may write to the Company Secretary, where upon a copy would be sent through email only.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earning and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure-'E' forming part of this report.

16. AUDITORS

STATUTORY AUDITORS

K C Mehta & Co LLP, Chartered Accountants, Vadodara appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years i.e. from the conclusion of 48th Annual General Meeting for the financial year 2021-22.

The Board has taken note and K C Mehta & Co LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditor's Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed with the Financial Statements in this Annual Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Company had appointed M/s. J. J. Gandhi & Co., Practicing Company Secretary, Vadodara to undertake the Secretarial Audit of the Company for a period of 5 (five) consecutive years commencing from Financial Year April 1, 2025 to March 31, 2030. The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India. The Secretarial Audit Report (Form No. MR - 3) of the Company given by the Secretarial Auditors for the financial year ended March 31, 2026 is annexed herewith as Annexure-'F'. The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark. The comments made by the Secretarial Auditors are self- explanatory.

The Company has undertaken an audit for the financial year ended March 31, 2026 for all applicable compliances as per the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Circulars / Guidelines issued thereunder. The Annual

Secretarial Compliance Report pursuant to Regulation 24A of the the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 shall be submitted to the Stock Exchanges within the statutory timelines. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors have, on the recommendation of the Audit Committee, appointed M/s. Diwanji & Co., Cost Accountants, as a Cost Auditors to audit the cost accounts of the Company for the financial year ending March 31, 2027. M/s. Diwanji & Co. have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The Board, on the recommendation of the Audit Committee, have approved the remuneration payable to the Cost Auditors, subject to the ratification of their remuneration by the Members at this Annual General Meeting. The Resolution approving the above proposal is being placed for approval of the Members in the Notice of the 52nd Annual General Meeting. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the Cost Auditors would be reasonable and fair, and commensurate with the scope of work carried out by them.

Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, adequate cost accounts and records are made and maintained by your Company as specified by the Central Government. The Cost Audit Report for the year ended March 31, 2025, was filed with the Ministry of Corporate Affairs within the prescribed time.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs C. F. Patel & Co., Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and 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 suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, the Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions are taken by the Management. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the Management are presented to the

Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

18. RISK MANAGEMENT

The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Company has a system-based approach to business risk management backed by strong internal control systems. A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk managements processes may need to be improved. The Management prepares the Risk Register which is reviewed by the Audit Committee and the Board.

The Board reviews internal audit findings and provides strategic guidance on internal control, monitors internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented. The combination of policies and procedures adequately addresses the various risks associated with your company's businesses.

The Board of the Company has voluntarily constituted a Risk Management Committee, at its meeting held on April 14, 2026, to frame, implement and monitor the risk management plan for the Company. The details pertaining to the composition of the Risk Management Committee are included in the Corporate Governance Report, which is a part of this report.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has in place a Vigil Mechanism/Whistle Blower Policy for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail the mechanism. All cases registered under Whistle Blower Policy of the Company are reported to and are subject to review by the Audit Committee.

The Vigil Mechanism/Whistle Blower Policy is available on Company's website at https://eimcoelecon.in/ wp-content/uploads/2023/01/The-Whistle-Blower- Policy 30012023.pdf.

20. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. As required under law, an Internal Complaints Committee (ICC) has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the workplace. During the year under review, the following is a summary of sexual harassment complaints received and disposed of during the year 2025-26:

No. of complaints received : Nil

No. of complaints disposed of : N.A.

No. of complaints pending : Nil

The policy on Sexual Harassment at Workplace is placed on the Company's website at https://eimcoelecon.in/wp- content/uploads/2019/04/Sexual-Harassment-Policy.pdf.

21. ANNUAL RETURN

The annual return of the Company as required under the Companies Act, 2013 is available on the website of the Company at https://eimcoelecon.in/annual-return-as- provided-under-section-92-of-the-companies-act-2013/.

22. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors and/or Secretarial Auditors to report to the Audit Committee, Board and/or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

23. INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and immovable assets for various types of risks.

24. INDUSTRIAL RELATIONS/PERSONNEL

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts, the Company invests and improvises development programmes for its employees.

25. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review.

26. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year under review.

27. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial performance of the Company that occurred during the financial year of the Company to which the financial statements relate and the date of this Report.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS

There is no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status and its future operations of the Company.

29. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial period under review, no application is made under the Insolvency and Bankruptcy Code, 2016 ("IBC 2016") by the Company.

No proceedings are pending under IBC 2016 against the Company.

30. CHANGE IN THE LOGO OF THE COMPANY

During the year, the Company adopted new logo with effect from October 2, 2025. The said information is available on the website of the Company.

31. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.

32. RE-CLASSIFICATION OF TAMROCK GREAT BRITAIN HOLDINGS LIMITED FORMING PART OF 'PROMOTER GROUP' CATEGORY TO 'PUBLIC' CATEGORY

Tamrock Great Britain Holdings Limited (Tamrock), Promoter Group of the Company, previously held 14,23,875 Equity Shares representing 24.68% of the paid-up share capital of the Company, which were sold through the Offer for Sale by the Stock Exchange mechanism as on September 24, 2025 and September 25, 2025. Pursuant to such sale, Tamrock does not hold any equity shares of the Company and has ceased to be a shareholder of the Company.

As on date the details are as follows:

Sr. No.

Name

Category

Shareholding (No. of Equity Shares held) Shareholding (%)
1 Tamrock Great Britain Holdings Limited Promoter Group 0 0

Further, The Company received request letter from Tamrock informing their intention of reclassification from 'Promoter and Promoter Group' category to 'Public' category subject to the approval of the Board, no objection/ approval of BSE Limited and National Stock Exchange of India Limited (collectively, the 'Stock Exchanges') and approval of the Shareholders of the Company, as per the applicable legal provisions.

Therefore, upon receipt of the necessary approvals, Tamrock was hereby reclassified from the 'Promoter / Promoter Group' category to the 'Public' category. The said information is available on the website of the Company.

33. ADOPTION OF NEW SET & ALTERATION OF OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY AS PER THE COMPANIES ACT, 2013.

During the year under review, the Company has adopted a new set of Memorandum of Association in accordance with the provisions of the Companies Act, 2013 ("the Act"), and applicable rules made thereunder to reflect the updated position under the Act in a lucid and coherent manner, in accordance with the Act. The Board of Directors proposed to amend the Objects Clause of the MOA by way of insertion of new clauses to the main Objects Clause (MI)(A) of the MOA, to expand the business activity of the Company by undertaking the business which may be beneficial for the furtherance of the operations of the Company in line with the evolving business model, diversification strategy, and future expansion plans of the Company.

The alteration and adoption were carried out with the approval of the members of the Company through Special Resolution passed through postal ballot by way of remote e-voting w.e.f. December 27, 2025.

The amended new set of Memorandum of Association is available on the website of the Company.

34. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

SEBI, vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1000 listed companies by market capitalisation from financial year 2023.

Your company is not covered under top 1000 listed companies by market capitalisation. Therefore, 'BRSR' is not applicable to the Company.

35. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

36. ACKNOWLEDGEMENT

Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government, Bankers and Financial Institutions. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, dealers, vendors, suppliers, collaborators, business associates and other agencies for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors,

Kamlesh Shah

Prayasvin Patel

Executive Director Executive Director
DIN : 08629181 DIN : 00037394
Place : Vallabh Vidyanagar
Date : April 14, 2026