As on: Jun 26, 2026 06:14 PM
To,
The Members of Dynamic Cables Limited
The Board of Directors of your Company are pleased to present the 19th Annual Report on the business, operations and state of affairs of the Company together with the Audited Financial Statements for the financial year ended March 31, 2026.
HIGHLIGHTS OF FINANCIAL PERFORMANCE
The Company's financial performance for the year ended on March 31, 2026 along with previous year's figures is given hereunder:
(Rs in lakhs )
The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.
1. OVERVIEW OF COMPANY'S OPERATIONAL AND PERFORMANCE HIGHLIGHTS
Dynamic Cables Ltd. is manufacturer of power infra cables that includes LV, HV, MV, Power control & instrumentation cables, and signaling cables. It supplies cables to Government Discoms, Private Distribution companies, Private EPC contractors, industrial and Export clients. There has been no change in the business of the Company during the financial year ended on March 31, 2026.
During the Financial Year ended March 31, 2026, the Company continued to demonstrate steady operational and financial performance. The Revenue from Operations increased to Rs. 1,19,781.73 Lakhs as against Rs. 1,02,537.34 Lakhs in the previous financial year, reflecting healthy business growth during the year under review.
Total Income of the Company stood at Rs. 1,20,457.21 Lakhs as compared to Rs. 1,03,188.82 Lakhs in previous financial year, witnessing a growth of 16.73% over the previous financial year.
For more details, please refer to the Management Discussion and Analysis Report (MDAR), forming part of this Report in "Annexure F" which, inter-alia, deals adequately with the operations as well as the current and future outlook of the Company
2. Share Capital
During the year under review, the authorised share capital of the Company was increased from Rs. 25,00,00,000 (Rupees Twenty-Five Crore only), divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10/- each, to Rs. 50,00,00,000 (Rupees Fifty Crore only), divided into 5,00,00,000 (Five Crore) equity shares of Rs. 10/- each, pursuant to the approval of the members through an Ordinary Resolution passed at the 18th Annual General Meeting (AGM) of the Company. Consequent to the aforesaid increase in the authorised share capital, the Capital Clause of the Memorandum of Association of the Company was altered.
Further, pursuant to the recommendation of the Board of Directors and the approval of the members by way of an Ordinary Resolution passed at the 18th AGM of the company, the Company have issued and allotted 2,42,29,319 bonus equity shares having a face value of Rs.10 each in the ratio of 1:1, i.e. 1 (one) bonus equity share of Rs.10 each for every 1 (one) existing fully paid-up equity share of Rs.10 each held by the shareholders of the Company as on the record date, i.e., July 11, 2025, by capitalisation of sums standing to the credit of the securities premium account of the Company. The bonus shares so allotted rank pari passu in all respects with the existing equity shares of the Company.
Subsequent to the aforesaid allotment of bonus equity shares, the issued, subscribed and paid-up share capital of the Company increased from Rs. 24,22,93,190 (Rupees Twenty-Four Crore Twenty-Two Lakh Ninety-Three Thousand One Hundred and Ninety only), comprising 2,42,29,319 (Two Crore Forty-Two Lakh Twenty-Nine Thousand Three Hundred and Nineteen) equity shares of Rs.10 each, to Rs.48,45,86,380 (Rupees Forty-Eight Crore Forty-Five Lakh Eighty-Six Thousand Three Hundred and Eighty only), comprising 4,84,58,638 (Four Crore Eighty-Four Lakh Fifty-Eight Thousand Six Hundred and Thirty-Eight) equity shares of Rs.10 each
3. EMPLOYEE STOCK OPTION SCHEME
Pursuant to the approval of the shareholders obtained through postal ballot on December 08, 2024, the Company approved and adopted the "Dynamic Cables Limited - Employee Stock Option Plan 2024" ("DCL ESOP 2024"), under which up to 10,00,000 (Ten Lakh) options may be granted to eligible employees of the Company. The DCL ESOP 2024 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021(SBEB Regulations) as amended from time to time.
The objective of DCL - ESOP 2024 is to reward the eligible and potential Employees who are in the employment of the Company for their performance and to motivate them to contribute to the growth and profitability of the Company. The Company also intends to use this Scheme to attract and retain talents in the organization. The Company is of the view that the Employee Stock Options would enable the Employees to get a Share in the value they create for the Company in future.
Pursuant to the Bonus Issue, the total number of stock options that may be granted under the said Plan was increased from 10,00,000 (Ten Lakh) options to 20,00,000 (Twenty Lakh) options with the approval from Stock Exchanges.
The brief details of DCL ESOP 2024 as on March 31, 2026 are given below:
Note:
Further details as required under the SBEB Regulations are available on the Company's website and can be accessed at
The Company has also obtained a certificate from M/s. V.M. & Associates, Practicing Company Secretaries, Secretarial Auditors of the Company under Regulation 13 of SBEB Regulations stating that the scheme(s) has been implemented in accordance with the SBEB Regulations. The said certificate is available on the Company's website
4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the year under review the Company does not have any subsidiary, associate and joint venture Company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.
5. TRANSFER TO RESERVES
The Board of Directors has not proposed to transfer any amount to Reserves of the Company during the year under review
6. DIVIDEND
During the year under review, the Board of Directors with the approval of the shareholders had declared the final dividend for the financial year 2024-25 of Rs. 0.50/- (5%) per equity share.
The Board of Directors at its meeting held on 12 May 2026, have recommended a dividend @ Rs. 0.50/- (5%) per equity share of the face value of Rs. 10/- each for the financial year 2025-26subject to approval of the members of the Company at the ensuing AGM. The total cash out flow on account of payment of dividend would be approximately Rs. 2.42 Crores.
The Members whose names appear as beneficial owners as on the close of business hours on July 10, 2026 (Record Date), shall be eligible to receive the dividend.
The dividend, if approved by the members will be paid within 30 days from the date of Annual General Meeting.
7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Section 124 of the Companies Act, 2013 (Act), read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended, mandate the companies to transfer the dividend that has remained unclaimed/un-encashed for a period of seven years from the date of transfer to unpaid dividend account to the Investor Education and Protection Fund (IEPF).Further, the Rules also mandate that the shares on which dividend has not been claimed or encashed for seven consecutive years or more be transferred to the IEPF.
During the financial year under review, there were no funds/shares which were required to be transferred to Investor Education and Protection Fund (IEPF) by the Company. The details of unpaid/unclaimed dividend is available on the Company's website i.e.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
MDAR for the year, pursuant to Regulation 34(2)(e) of Listing Regulations forms part of the Annual Report, and is attached herewith as "ANNEXURE-F".
9. MATERIAL CHANGES & COMMITMENTS
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
10. MATERIAL ORDERS
No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 forms a part of the Note No. 3 to the financial statements provided in this Annual Report.
12. CREDIT RATING
The Company's strong financial discipline and prudent management are reflected in the credit ratings given by rating agencies. During the year under review, the following credit ratings were affirmed/ assigned to the Company:
CRISIL
*India Ratings and Research has revised credit ratings on November 10, 2025
13. RELATED PARTY TRANSACTIONS
During FY 2025-26, Company did not engage in any material significant transactions with related parties that could potentially create conflicts of interest between company and these parties. All related party transactions conducted throughout the year were carried out at arm's length basis and in the normal course of business operations
The Audit Committee has accorded omnibus approval for
*CRISIL has reaffirmed credit ratings on March 20, 2026 India Ratings and Research (Ind-Ra) Ratings
related party transactions which are of a repetitive nature and entered in the ordinary course of business. Further, the Audit Committee reviewed details of all related party transactions on quarterly basis.
As per Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported in form AOC-2. The requisite disclosure has been made under Note 41 of the notes forming part of audited financial statements for the financial year ended March 31, 2026.
The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions which has been uploaded on the Company's website at the web link
14. NUMBER OF MEETINGS OF THE BOARD
During the Financial year 2025-26, the Board of Directors of the Company met six (6) times and the gap between two board meetings did not exceed 120 days as per Section 173 of the Act. The details of the Board composition, number and date of meetings and attendance at the meetings have been provided in the Corporate Governance Report annexed as "Annexure E".
15. COMMITTEES OF THE BOARD
The Board of Company has constituted the following Committees to focus on specific areas and take informed decisions in the best interests of the Company within authority delegated to each of the Committees:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
(d) Corporate Social Responsibility Committee
(e) Finance Committee
The details of composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members during the financial year 2025-26 are disclosed in the Corporate Governance Report annexed as "Annexure E".
All the recommendations made by the Committees during the year were accepted by the Board of Directors.
16. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, separate Meetings of the Independent Directors of the Company were held on October 28, 2025 and January 27,2026 , without the presence of Non-
Independent Directors and members of the management, to inter alia review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the Company and the performance of nonindependent directors.
Further, Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
17. DIRECTORS & KEY MANAGERIAL PERSONNEL
(a) Composition
(i) As on March 31, 2026, the composition of the Board of Directors of the Company was in compliance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations. The Board comprised seven (7) Directors, consisting of one Executive Director, two NonExecutive Non-Independent Directors and four NonExecutive Independent Directors (including one Woman Director). The detailed composition of the Board and its Committees, along with information on tenure, areas of expertise and other relevant details of the Directors, is provided in the Corporate Governance Report annexed as "Annexure E". The Board brings together diverse professional expertise, knowledge and experience, providing strategic guidance and oversight across all aspects of the Company's operations.
None of the Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel.
(b) Change in Director(s) and Key Managerial Personnel
(i) The Board of Directors of the Company at their Meeting held on May 13, 2025, pursuant to the recommendation of Nomination and Remuneration Committee and Audit Committee has approved the reappointment of Mr. Ashish Mangal (DIN: 00432213) as a Managing Director of the Company for a period of 3 years commencing from July 21, 2025 to July 20, 2028. The said appointment was approved by the shareholders at the 18th AGM of the Company, held on June 30, 2025.
(ii) The Board of Directors of the Company at their meeting held on June 16, 2026, pursuant to the recommendation of Nomination and Remuneration Committee appointed Mr. Neeraj Bali (DIN: 07987362) as an Additional Director (Non-Executive Independent) of Company and proposed his appointment as Director (Independent) to hold office for a period of 5 years with effect from June 16, 2026 to the shareholders in the ensuing AGM.
The Company has received a declaration from Mr. Neeraj Bali under Section 149(7) of Act and Regulation 25(8) of the Listing Regulations, confirming that he meets the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Mr. Neeraj Bali has complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations.
The Board is of the opinion that Mr. Neeraj Bali possesses the requisite qualifications, experience (including proficiency), expertise, and integrity. Further, he fulfills the conditions of appointment as specified in the Listing Regulations and the Companies Act, 2013 and is independent of the Management. The name of Mr. Neeraj Bali is included in the Independent Directors' databank maintained by the Indian Institute of Corporate Affairs ("IICA") in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. His brief profile and other additional information pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India is furnished as annexure to the Notice of 19th AGM.
(iii) Mr. Sumer Singh Punia (DIN: 08393562), Non-Executive Director retired by rotation at the 18th AGM of the Company and was re-appointed by the Shareholders of the company.
(iv) Mr. Rahul Mangal, Non- Executive Director (DIN: 01591411) retires by rotation and being eligible, offers himself for reappointment. A resolution seeking Shareholders' approval for his re-appointment along with other required details forms part of the Notice of 19th AGM.
(v) Mr. Ashish Mangal (DIN: 00432213), Managing Director, Mr. Murari Lal Poddar, Chief Financial Officer, Ms. Naina Gupta, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.
Further, none of the directors have been debarred from holding office as director by virtue of any order of the SEBI or any other authority.
(c) Declaration by Independent Directors
The Company has received declarations from all the Independent Directors under Sections 149(6) and 149(7) of the Act and Regulation 16(1)(b) and Regulations 25(8) of the Listing Regulations, confirming that they meet and comply with the criteria of independence as prescribed thereunder. The Independent Directors have affirmed compliance with the Code for Independent Directors prescribed under Schedule IV of the Act and the Listing Regulations. The Independent Directors have also confirmed that they were not aware of any circumstance or situation which existed or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including proficiency) and expertise and they hold highest standards of integrity. Further, Independent Directors fulfil the conditions of appointment as specified in the Listing Regulations and are Independent of the Management. The names of Independent Directors are included in Independent Director's data bank maintained with the Indian Institute of Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.
(d) ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committee's viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and of the individual Directors on the basis of questionnaire.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Pursuant to the provisions of section 178 of the Companies Act, 2013, Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and Guide to Board Evaluation issued by the Institute of Company Secretaries of India, performance evaluation was carried out through a structured questionnaire prepared separately for the Board, Committees and individual Directors.
In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. The Board assesses the performance of the Individual Directors, Board Committees and Board as a whole on the basis of various criteria with the aim to improve the effectiveness of the individual Directors, Committees and the Board as a whole.
The Company is pleased to announce that the overall evaluation showed the performance of your board, its committees, and directors as highly satisfactory.
18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company firmly believes that well-informed Directors,
with a comprehensive understanding of the Company's business, industry dynamics, vision, and mission, are better equipped to provide meaningful insights and contribute effectively to the Board's decision-making process.
In furtherance of this objective and in compliance with the requirements of the Companies Act, 2013 and the Listing Regulations, the Company ensures that all Independent Directors are familiarized, from time to time, with their roles, rights and responsibilities, as well as with the nature of the industry in which the Company operates and its business model.
The Board members are provided with all necessary documents, reports, internal policies, and opportunities for site visits to facilitate a comprehensive understanding of the Company's operations, processes, and practices. Further, periodic presentations are made at the meetings of the Board and its Committees covering, inter alia, the Company's business and operational performance, industry developments, and matters relating to ESG and sustainability, thereby enabling the Directors to stay updated and informed. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company at
19. AUDITORS AND AUDITORS' REPORT
(a) Statutory Auditors
Pursuant to Section 139(1) of the Companies Act, 2013, M/s A. Bafna & Co., Chartered Accountant (FRN: 003660C) were appointed as the Statutory Auditors of the Company at 16th Annual General Meeting of the Company held on August 09, 2023 to hold office for a term of 5 (five) years until the conclusion of 21st Annual General Meeting of the Company to be held in the calendar year 2028.
Further Audit Report for the financial year ended March 31, 2026, does not contain any qualifications, reservations or adverse remarks. The Notes to Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.
The Statutory Auditors has provided their eligibility certificate confirming their non- disqualification to continue as statutory auditor of the Company under Section 141 of the Companies Act, 2013. Further, as required under the relevant provisions of Listing Regulations, the Statutory Auditors has also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and they hold a valid certificate issued by the Peer Review Board of ICAI.
(b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and Regulation 24A of the Listing Regulations, and based on the recommendation of the Board of Directors, the Members of the Company at the 18th AGM, by way of ordinary resolution has approved the appointment of V. M. & Associates, Company Secretaries (FRN: P1984RJ039200) (Peer Review Certificate No. 5447/2024) as Secretarial Auditors of the Company for a first term of five (5) consecutive years from April 1, 2025 to March 31, 2030.
Accordingly, they have conducted Secretarial Audit for the Financial Year 2025-26 and Secretarial Audit Report in Form MR-3 is enclosed herewith as Annexure-B. Pursuant to provisions of Regulation 24A of Listing Regulations, the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the F.Y 2025-26. Both the reports do not contain any qualification, reservation or adverse remark. They have confirmed their eligibility to continue as Secretarial auditor of the Company.
(c) Cost Auditor
Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has appointed M/s Maharwal & Associates (FRN: 101556) as Cost Auditors for the Financial year 2025-26.
The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended on March 31, 2026 and the same has been filed with Ministry of Corporate Affairs (MCA) within the prescribed time limit provided under the Companies Act, 2013 and rules made thereunder. The Cost Audit Report does not contain any qualifications, reservations, or adverse remarks.
The Board on recommendation of Audit Committee has approved the re-appointment of M/s Maharwal & Associates (FRN: 101556) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2026-27. They have confirmed their eligibility for the said re-appointment. The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard has been included in the notice of the ensuing 19th Annual General Meeting of the Company.
(d) Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013, and rules made thereunder, the Board of Directors of the Company has appointed M/s DLS & Associates LLP Chartered Accountants, (FRN: C400023) as the Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2025-26. The Internal Auditors reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings as well as the adequacy
and effectiveness of the internal control measures.
Further, the Board on recommendation of Audit Committee has approved the re-appointment of M/s DLS & Associates LLP Chartered Accountants, (FRN: C400023) as Internal Auditors of the Company to carry out internal audit for the Financial Year 2026-27. They have confirmed their eligibility for the said re-appointment.
(e) Instances of Fraud, if any, reported by the Auditors
During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
20. PREVENTION OF INSIDER TRADING
Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has in place a Code of Conduct to regulate, monitor and report trading by designated person and their immediate relatives for prohibition of Insider Trading in the shares of the Company.
The code inter alia prohibits trading of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. During the year under review, Training sessions were conducted for Designated Persons for enabling them to identify the Unpublished Price Sensitive Information (UPSI) and comply with the PIT Regulations
The Company has also formulated a Code of practices and procedures for fair disclosure of UPSI and the said code is available on the Company's website and can be accessed at %20and%20procedures%20for%20fair%20disclosure%20of %20Unpublished%20Price%20Sensitive%20Information.pdf
21. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company is committed to maintaining the highest standards of professionalism, honesty, integrity and ethical behaviour and legal business conduct. In alignment with this commitment, the Company has adopted a Whistle Blower Policy and Vigil Mechanism in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and the applicable rules thereunder and regulation 22 of the Listing Regulations.
This mechanism provides a formal framework for directors, employees and other persons to report concerns about suspected unethical behaviour, malpractice, abuse, or other instances of wrongdoing within the company. It also ensures
adequate safeguards to protect whistle-blowers from any form of retaliation or victimisation for raising such concerns in good faith.
During the Financial Year under review, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the Company at
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR initiatives of the Company are primarily focused on key areas such as promotion of education and skill development, environmental sustainability, Sports, social welfare, and the healthcare. During the F.Y. 2025-26, the Company has incurred expenditure of Rs 1.30 Crores towards CSR activities.
In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee and formulated a CSR Policy. The details of the CSR Policy, the composition of the Committee, CSR expenditure during the year and other relevant information are provided as ANNEXURE-C to this Report, in the format as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.
The Chief Financial Officer of the Company has certified that the CSR funds disbursed for the projects have been utilized for the purposes and in the manner as approved by the Board.
23. RISK MANAGEMENT
The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. A detailed note on Risk Management is included in the Management Discussion and Analysis Report which forms part of this Annual Report as Annexure-F.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company believes in providing a safe and secure working environment to every employee. Accordingly, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy on Prevention of Sexual Harassment at the workplace.
The Company has also constituted an Internal Complaints Committee (ICC) to redress complaints relating to sexual harassment. The said policy covers all employees of the Company, including permanent, contractual, temporary employees, and trainees.
During the year under review, the Company did not receive any complaints under the POSH (Prevention of Sexual Harassment) Act, 2013. To promote awareness and foster a safe work environment, the Company has continued to conduct regular induction and 8 training programs during the year under review.
The summary of sexual harassment complaints received and disposed of during the year 2025-26:
• Number of complaints pending at the beginning of the year: NIL
• Number of complaints received during the year: NIL
• Number of complaints disposed of during the year:
Not Applicable
• Number of cases pending for more than ninety days :
• Number of cases pending at the end of the year:
25. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31, 2026 in Form MGT-7 is available on the Company's website at
26. DEPOSITS
During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.
Please refer Note no. 15 of the financial statement pursuant to Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 for borrowings from directors.
27. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company maintains a robust internal financial control system to ensure the orderly and efficient conduct of its business operations. These encompass adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of accurate financial information.
The Audit Committee regularly reviews the adequacy and effectiveness of the internal control systems and provides recommendations for their continuous improvement.
During the year under review, neither the Internal Auditor nor the Statutory Auditors has given modified opinion on the efficiency or effectiveness of internal financial controls of the Company.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company continuously strives to conserve energy, adopt environment friendly practices and employ sustainable technology for more efficient operations.
The particulars relating to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and marked as "ANNEXURE- D" to this report.
29. NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has approved a Nomination and Remuneration Policy. The Policy lays down the criteria for determining qualifications, competencies, positive attributes, and independence of Directors (Executive and Non-Executive), as well as the criteria for remuneration of Directors, Key Managerial Personnel, and Senior Management personnel.
The Policy is in line with and covers all the matters specified under Section 178(4) of the Companies Act, 2013.The Nomination and Remuneration policy can be accessed at
30. CORPORATE POLICIES
Your Board seeks to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. Listing Regulations mandate the formulation of certain policies for all listed companies. The corporate governance policies are available on the Company's website, at . The policies are reviewed periodically by the Board and updated as based on need and new compliance requirements.
31. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as
required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 annexed with Board's Report as Annexure-A.
32. CORPORATE GOVERNANCE
Your board has put their sincere efforts in following good governance practices. Accordingly, the Company has complied with the requirements of corporate governance as stipulated under the Listing Regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations, form part of the Board's Report.
Further as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer is annexed as ANNEXURE-E with this Report.
33. COMPLIANCE OF SECRETARIAL STANDARDS ISSUED BY THE ICSI
The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards on various aspects of corporate law and practices. The Company has duly complied with all the applicable Secretarial Standards.
34. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) Q of the Act, the Board of Directors hereby confirms:
( i ) That in the preparation of the annual accounts for the financial year ended March 31, 2026; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii) That the directors had 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 on March 31, 2026 and of the profit of the Company for that period;
(iii) That the directors had taken proper and sufficient care for 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;
(iv) That the directors had prepared annual accounts on a going concern basis;
(v) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively; and
(vi) That 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.
35. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT
Pursuant to Regulation of 17(5) of the Listing Regulations the company has implemented a Code of Conduct for Directors and Senior Management Personnel. All the directors and Senior Management Personnel (SMP) of the Company have affirmed compliance with the provisions stipulated in the Code of Conduct for Board and SMP The detailed information regarding compliance of code of conduct forms part of the Report on Corporate Governance and is annexed hereto as "Annexure-E."
36.OTHER DISCLOSURES
• The Company has not issued any debentures, warrants, bonds, sweat equity shares, any shares with differential rights or any convertible & nonconvertible securities during the year under review.
• There was no revision of financial statements and Board's Report of the Company during the year under review.
• There has been no change in the nature of business of the Company as on the date of this report;
• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
• There was no instance of onetime settlement with any Bank or Financial Institution.
• Other disclosures with respect to Board's Report as required under the Companies Act, 2013 read with the Rules notified thereunder and the Listing Regulations are either Nil or Not Applicable
37. ACKNOWLEDGEMENT
The Board of Directors would like to place on record their sincere appreciation to all stakeholders for their unwavering support throughout the year. The continued trust and confidence of our valued customers, vendors, dealers, suppliers, investors, business associates, bankers, and Government Authorities have been instrumental in driving our success.
The Directors also extend heartfelt gratitude to all employees across levels for their dedication, hard work, and unwavering commitment. Their solidarity, cooperation, and support have been key in achieving the Company's objectives and sustaining growth.
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