As on: Sep 28, 2026 10:01 PM
Dear members,
The Board of Directors are pleased to present the Company's 43rd Annual Report on the business and operations along with the Audited Financial Statements for the Financial Year ended March 31, 2026.
During the year under review, the Company continued to grow in its core advisory and merchant banking business with increased emphasis on businesses generating recurring and annuity-based income. The Company's subsidiary, engaged in wealth management business, continue to expand significantly in terms of AUM, branch network and employees. The Company made inroads in asset management business by setting up AIF, through step-down subsidiary, to become operational in FY27. The Company also setup subsidiaries in UK and UAE for management consultancy business. Thus, the financial year 2025-26 was another year of strategic progress for the Company, marked by continued expansion of its financial services platform, strengthening of recurring revenue streams and disciplined execution of its long-term growth strategy.
The Company also continued to maintain a disciplined approach towards its strategic investments in start-up and early-stage businesses, with the investment portfolio growing in terms of carrying values. During the year, the Company further expanded its client base across its business verticals, strengthened customer relationships and enhanced cross-selling opportunities, resulting in robust growth in consolidated revenues and continued operational momentum.
The Board remains confident that the Company's diversified business model, strong balance sheet, experienced management team and prudent risk management framework position sit well to capitalise on emerging opportunities in the financial services sector. The Company will continue to focus on expanding its investment banking, wealth management and asset management businesses, enhancing operational efficiencies, leveraging technology and strengthening governance standards to create sustainable long-term value for stakeholders. While global macroeconomic and geopolitical uncertainties may continue to influence market conditions and capital flows, the Board believes that the Company's resilient business model, healthy capital position and growing annuity income base provide a strong foundation for sustained growth in the years ahead. The setup in the overseas territories will lay footprints in the global market.
On a consolidated basis, the Company recorded revenue from operations of 13,799 lakh for the year ended March 31, 2026, as compared to 8,940 lakh in the previous financial year, registering a significant increase in revenues. Consolidated Profit after Tax (including Other Comprehensive Income) stood at 3,945 lakh, as against 5,065 lakh in the previous financial year.
On a standalone basis, the Company recorded revenue from operations of 5,456 lakh during the year ended March 31, 2026, compared to 5,647 lakh in the previous financial year. Standalone Profit after Tax (including Other Comprehensive Income) was 3,826 lakh, as against 4,465 lakh in the previous financial year.
The standalone and consolidated financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS), notified under Section 133 of the Companies Act, 2013 ("the Act"), read with the Companies (Accounts) Rules, 2014 and other applicable statutory provisions, as amended from time to time.
In order to conserve the Company's financial resources to support its strategic growth initiatives, expansion into new business activities and future capital requirements, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2026. The Board believes that retaining the profits will strengthen the Company's financial position and provide adequate resources to pursue emerging business opportunities, thereby creating sustainable long-term value for all stakeholders.
During the year under review, no amount from the Profit was transferred to Reserves.
Paid-up Equity Share Capital of the Company as of March 31, 2026, was 1,695 lakh, comprising of 3,39,00,325 Equity Shares of face value of 5/- each.
During the year under review, 2,77,500 Equity Shares were allotted to the eligible Employees / Directors of the Company / Subsidiaries pursuant to exercise of Options granted under Employee Stock Option Scheme 2018.
The Board of Directors had allotted 45,50,000 Equity Shares in November 2021 to select investors, on a Preferential basis, pursuant to approval granted by the Members at their Extraordinary General Meeting held on November 10, 2021. As at the end of the year under review, the entire issue proceeds of 4,038 lakh, received on allotment of Equity Shares, have been utilised in terms of the object clause, as amended by the subsequent resolution of members.
Pursuant to the provisions of the Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report giving a detailed account of the operations and the state of affairs of the Company is annexed as Annexure "1" to this Report.
During the financial year under review, there were no changes in the composition of the Board of Directors or the Key Managerial Personnel of the Company.
The Company has received declarations from all the Independent Directors under Section 149(7) of the Act confirming that they continue to satisfy the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Independent Directors have also confirmed that their names are included in the databank of Independent Directors maintained in accordance with the provisions of the Act and the applicable Rules made thereunder. In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise and experience, including proficiency relevant to the Company's business, and fulfil the conditions of independence as prescribed under the Act and the SEBI Listing Regulations.
Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Sujit Kumar Varma, Non-Executive and Non-Independent Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board, based on the recommendation of the Nomination and Remuneration Committee, recommends his re-appointment for approval of the Members at the ensuing Annual General Meeting. The requisite details of the Director seeking re-appointment, as required under the Act and the SEBI Listing Regulations, are provided in the Notice convening the Annual General Meeting, which forms part of this Annual Report.
As on the date of this Report, the Key Managerial Personnel of the Company are:
Mr. N. Jayakumar - Managing Director & Group CEO Mr. Akshay Gupta - Whole-time Director Mr. Arun Shah - Chief Financial Officer Mr. Ajay Shah - Company Secretary & Compliance Officer
During the financial year under review, the Board of Directors met six (6) times. The details of the meetings of the Board, including the attendance of Directors, are provided in the Report on Corporate Governance, which forms an integral part of this Annual Report.
The Board has constituted the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee and Risk Management Committee in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The composition, terms of reference, number of meetings held and attendance of members of the respective Committees are set out in the Report on Corporate Governance forming part of this Annual Report.
The gap between any two consecutive meetings of the Board and its Committees was within the time limits prescribed under the Act and the SEBI Listing Regulations. The Company has also complied with the applicable provisions of Secretarial Standard on Meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India.
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, that of its committees and of the individual Directors.
The evaluation was undertaken in accordance with the performance evaluation framework approved by the Board. A structured evaluation mechanism, including questionnaires covering
various aspects such as the composition and effectiveness of the Board and its Committees, discharge of statutory and fiduciary responsibilities, strategic oversight, governance practices, quality of discussions, decision-making process, participation and contribution of individual Directors, and the effectiveness of Board processes, was used for the evaluation.
In accordance with Schedule IV to the Act and the applicable provisions of the SEBI Listing Regulations, the Independent Directors held a separate meeting during the year, without the presence of the Non-Independent Directors and members of the Management. At the meeting, the Independent Directors reviewed and evaluated:
a) the performance of the Non-Independent Directors and the Board as a whole; b) the performance of the Chairperson for the meetings, taking into account the views of the Executive and Non-Executive Directors; and c) the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably discharge its responsibilities.
The Board also evaluated the functioning and effectiveness of its committees and expressed satisfaction with the overall evaluation process and its outcomes, noting that the Board and its Committees continue to function effectively and fulfil their respective roles and responsibilities.
The Company has in place a Nomination and Remuneration Policy in accordance with the provisions of the Act and the SEBI Listing Regulations. The Policy, inter alia, lays down the guiding principles relating to the appointment, remuneration, evaluation and succession of Directors, and is designed to attract, retain and motivate competent professionals while ensuring an appropriate balance between fixed and performance-linked remuneration. The salient features of the Nomination and Remuneration Policy are set out in the Report on Corporate Governance, which forms an integral part of this Annual Report.
The Nomination and Remuneration Committee identifies and recommends to the Board suitable candidates for appointment or re-appointment as Directors based on an objective evaluation of their qualifications, skills, expertise, experience, integrity, diversity, independence (where applicable) and other attributes relevant to the Company's business and strategic requirements. The Committee also ensures that the composition of the Board is balanced and possesses an appropriate mix of skills, knowledge and experience to enable it to discharge its responsibilities effectively.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate Report on Corporate Governance, together with the certificate issued by M/s. Pramod S. Shah & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as prescribed under the SEBI Listing Regulations, forms part of this Annual Report as Annexure "2".
The certificate from M/s. Pramod S. Shah & Associates, Practicing Company Secretaries, certifying that none of the Directors on the Board has been disqualified from being appointed or continuing as a director, in terms of Regulation 34(3) read with Schedule V (Part C) Clause 10(i) of the SEBI Listing Regulations, also forms part of the Report on Corporate Governance.
In compliance with Regulation 17(5)(a) of the SEBI Listing Regulations, the Company has adopted a Code of Conduct applicable to all Directors and Senior Management Personnel. The Code lays down the standards of ethical conduct, integrity and governance expected from the Directors and Senior Management Personnel in the discharge of their duties. All the Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the financial year ended March 31, 2026. A declaration to this effect, signed by the Managing Director and Group CEO, forms part of the Report on Corporate Governance.
The audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS), notified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act, as amended from time to time. The Consolidated Financial Statements present the financial position and performance of the Company and its subsidiaries as a single economic entity after eliminating intra-group transactions and balances, including non-controlling interests, wherever applicable. In accordance with the provisions of the Act, the audited Consolidated Financial Statements together with the Independent Auditors' Report thereon form an integral part of this Annual Report.
During the financial year under review, the Company recorded consolidated revenue from operations of 13,799 lakh, as compared to 8,940 lakh in the previous financial year. The consolidated revenue comprised Investment Banking and Advisory Fees of 4,367 lakh, Corporate Advisory Fees of 7,699 lakh, Brokerage and Commission Income of 702 lakh, Dividend, Interest and Other Investment Income of 276 lakh, Net Gain on Fair Value Changes of 627 lakh, and Other Income of 128 lakh.
The Consolidated Profit after Tax (including Other Comprehensive Income) for the financial year stood at 3,945 lakh, as compared to 5,065 lakh in the previous financial year. The growth in consolidated revenues reflects continued business momentum across the Company's core operating segments and the sustained contribution from its diversified financial services platform.
As on March 31, 2026, the Company had subsidiaries and an associate operating across financial services, corporate consultancy, wealth and asset management, and international management consultancy businesses.
Pursuant to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's subsidiaries and associate, in the prescribed Form AOC-1, forms part of the Consolidated Financial Statements included in this Annual Report.
The Policy for Determining Material Subsidiaries is available on the Company's website ( www.primesec.com ) under the Investor Information section. The audited financial statements of each subsidiary are also available on the Company's website and shall be made available to the Members upon request in accordance with the applicable provisions of the Act.
A brief overview of the performance and key developments of the subsidiaries and associate during the year is set out below:
PRAL continued to strengthen its position in financial services business comprising value-added intermediation services in wealth management and investment advisory, insurance advisory, assisting banks and institutional investors in risk assessment, portfolio analysis and portfolio rebalancing through execution of specific strategies. PRAL's target clients include corporate treasuries, fund management companies and family offices among others. PRAL through its network of investors substantially enhances our capability to execute mandates.
During the financial year, PRAL reported consolidated revenue of 6,586 lakh, as compared to 2,889 lakh in the previous year, comprising advisory fees of 6,222 lakh, income from brokerage and commission of 37 lakh, gain on fair value changes of 90 lakh, and interest income of 237 lakh. Profit after Tax (including Other Comprehensive Income) increased to 2,341 lakh, compared to 781 lakh in the previous year.
Considering the funding requirements for its expanding business activities and future growth initiatives, the Board of Directors of PRAL has not recommended any dividend for the financial year 2025-26.
PTWL (formerly Prime Funds Management Limited), a subsidiary of the Company, continued to expand its wealth and asset management business catering to family offices, Ultra High Net Worth Individuals (UHNIs) and High Net Worth Individuals (HNIs), offering personalized services by wealth managers and offers instruments across all asset classes viz. mutual funds, AIFs, portfolio management services, debenture, direct equity, etc. PTWL, through its network of customers, substantially enhances its capability to execute mandates. PTWL also continues to generate strategic opportunities for the Group's investment banking and corporate advisory businesses through its client relationships. PTWL has onboarded 850+ clients and 600+ families in the first year of its operations and operates from 9 locations with over 100 employees. The AUM / AUA as on March 31, 2026, was approx. 3,500 Cr.
During the year, PTWL raised a capital of approx. 1,676 lakh from the Company, key team members and directors of Prime Group, by way of issue of 96,63,000 equity shares of PTWL, to support the continued growth and expansion of the business. Pursuant to the Employee Stock Option Scheme approved by the Board of PTWL, 27,52,583 Options were granted during the year to the eligible employees and directors of PTWL. The Company's stake in equity of PTWL, as on March 31, 2026, was 73.48% on a fully diluted basis, assuming full exercise of Options granted.
During the year under review, PTWL reported revenue of 2,148 lakh, as compared to 538 in the previous year. This includes Corporate Consultancy Fees of 1,477 lakh, Brokerage and Commission Income of 665 lakh, Gain on fair value changes (realized) 4 lakh and interest income of 2 lakh. Profit / (Loss) after Tax (including Other Comprehensive Income) was 1,765 lakh, compared to 60 lakh in the previous year.
PLIML, a subsidiary of PRAL, was incorporated to act as the Investment Manager to the Alternative Investment Fund. PRAL hold 75% stake (including its 5 nominees) in PLIML and the balance 25% is held by Litmus Global Advisors LLP. During the year, PRAL invested 30 lakh towards its shareholding in PLIML. On January 6, 2026, the Securities and Exchange Board of India (SEBI) granted registration to the Alternative Investment Fund, and the first scheme, Prime Litmus Real Estate Opportunities Fund, is proposed to be launched during the financial year 2026-27. Mr. Rahul Rai, an experienced real estate investment professional with over three decades of industry experience, with his previous role being Head of Real Estate Investment Business at ICICI Prudential AMC Ltd. for 15 years, has been appointed to lead the real estate investment business.
PLV LLP was incorporated to act as the Sponsor of the Alternative Investment Fund. PRAL is a Designated Partner and has committed to contribute up to 500 lakh, with the balance contribution to be made by the other Designated Partner, Litmus Global Advisors LLP.
During the year, the Company acquired a 97.83% equity stake in PAPL by investing GBP 45,000 in tranches. PAPL has been established to provide management consultancy services in the United Kingdom and other international markets.
During the year, the Company invested AED 9.60 lakh in tranches, to establish and capitalise PMCIL as a wholly owned subsidiary in Dubai. PMCIL has been set up to strengthen the Group's presence in the GCC region, expand its investor outreach and distribution capabilities, and support the growth of its investment banking, wealth and asset management businesses. During the financial year, PMCIL reported revenue of AED 6.26 lakh.
Ark Neo operates the technology platform "Dhanlap", offering loans against mutual funds, shares and other capital market securities,
thereby strengthening the Group's presence in the fintech ecosystem. The Company holds 41.68% equity stake in Ark Neo Financial Services Private Limited and have subscribed to Zero Coupon Optionally Convertible Debentures aggregating 350 lakh, which are convertible into equity shares within 24 months from the date of allotment, failing which they are redeemable on maturity.
PGAM was established as a subsidiary of PRAL to undertake fund management activities in Singapore. However, owing to delays in obtaining the requisite regulatory approvals and a reassessment of the proposed business strategy, the invested capital (net of expenses) was returned during the year, and the company has been struck off from the records of the registering authority in Singapore. In view of the same, PGAM ceased to be a subsidiary of PRAL
Pursuant to the provisions of Section 92(3) of the Act, the Annual Return of the Company is uploaded on the website of the Company ( www.primesec.com ) under the Investor Information section.
The Company has formulated a Policy on Related Party Transactions in accordance with the provisions of the Act and the SEBI Listing Regulations. The Policy is available on the website of the Company ( www.primesec.com ) under the Investor Information section. The Policy lays down the framework for identification, approval, review and reporting of related party transactions and aims to ensure that such transactions are undertaken in compliance with the applicable legal and regulatory requirements.
All Related Party Transactions are placed before the Audit Committee for its review and prior approval. The Audit Committee grants omnibus approval for repetitive transactions, if any, proposed to be entered into in the ordinary course of business and on an arm's length basis, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Audit Committee periodically reviews the details of such transactions.
course of business and on an arm's length basis, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Audit Committee periodically reviews the details of such transactions.
During the financial year under review, all Related Party Transactions entered into by the Company were in the ordinary course of business and on an arm's length basis. There were no Material Related Party Transactions requiring approval of the Members under the Companies Act, 2013 or the SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.
The disclosures relating to Related Party Transactions, as required under the applicable Ind AS, form part of the Notes to the Standalone and Consolidated Financial Statements.
None of the Directors has any material pecuniary relationship or transaction with the Company, other than remuneration, sitting fees and reimbursement of expenses, wherever applicable, in the ordinary course of business.
During the financial year under review, the Company did not accept any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, no amount of principal or interest in respect of such deposits was outstanding as on March 31, 2026. The Company has complied with the applicable provisions of Chapter V of the Companies Act, 2013 and there were no deposits that were accepted or remained outstanding in contravention of the said provisions and the Rules made thereunder.
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of Act, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:
1 In the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable Indian Accounting Standards (Ind AS), prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 and other applicable accounting principles, have been followed and there are no material departures therefrom; b) They 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 as at March 31, 2026, and of the profit of the Company and its cash flows for the financial year ended on that date; c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They have prepared the annual financial statements on a going concern basis; e) They have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
In compliance with the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereto and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility ("CSR") Committee of the Board.
As on the date of this Report, the CSR Committee comprises Mr. Ashok Kacker, Non-Executive and Independent Director (Chairperson), Ms. Smeeta Bhatkal, Non-Executive and Independent Director, and Mr. Sujit Kumar Varma, Non-Executive and Non-Independent Director.
The Company has also adopted a Corporate Social Responsibility Policy, which is available on the website of the Company ( www.primesec.com ) under the Investor Information section. The Annual Report on CSR activities for the financial year ended March 31, 2026, as required under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Report as Annexure "3".
The particulars of loans granted, guarantees given, securities provided and investments made by the Company during the financial year, as covered under the provisions of Section 186 of the Act, are disclosed in the Notes to the Audited Financial Statements forming part of this Annual Report.
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Company has established a Vigil Mechanism / Whistle Blower Policy to provide a formal mechanism for directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violations of the Company's Code of Conduct or any other improper practices.
The Policy provides for adequate safeguards against victimisation of whistle blowers and ensures direct access to the Chairperson of the Audit Committee in appropriate cases. The Company affirms that no person has been denied access to the Audit Committee under the Vigil Mechanism. The Whistle Blower Policy is available on the website of the Company ( www.primesec.com ) under the Investor Information section.
Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Sharp & Tannan Associates, Chartered Accountants (Firm Registration No. 109983W), were appointed as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 41st Annual General Meeting held on June 27, 2024, until the conclusion of the 46th Annual General Meeting of the Company.
The Statutory Auditors' Report on the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, forms part of this Annual Report. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion. Further, there were no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act during the financial year under review.
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Pramod S. Shah & Associates, Practicing Company Secretaries (Certificate of Practice No. 3804), as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year ended March 31, 2026. The Secretarial Audit Report issued by the Secretarial Auditor is annexed to this Report as Annexure "4". The Report does not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Act, as amended, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the applicable provisions of the SEBI Listing Regulations, the Board of Directors has, subject to the approval of the Members at the ensuing 42nd Annual General Meeting, approved the appointment of M/s. Pramod S. Shah & Associates, Practicing Company Secretaries (Certificate of Practice No. 3804), as the Secretarial Auditors of the Company for a term of five consecutive financial years, commencing from April 1, 2025 and ending on March 31, 2030.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in this Annual Report, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year, i.e., March 31, 2026, and the date of this Report, which require disclosure under the provisions of the Act.
The disclosures relating to the remuneration of Directors, Key Managerial Personnel and employees, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Report as Annexure "5".
The statement containing the particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), forms part of this Report as Annexure "6".
In accordance with the provisions of Section 136 of the Act, the Annual Report and the Financial Statements are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the said Annexure may write to the Company Secretary of the Company, and the same will be made available on request.
Total head count in the Prime Group, as on March 31, 2026, stands at 139. None of the employees covered under the aforesaid disclosure requirements is related to any Director of the Company.
The Company has implemented the Employee Stock Option Scheme, 2018 ("ESOS 2018") with the objective of attracting, retaining and rewarding talented employees and aligning their interests with the long-term growth and performance of the Company.
Pursuant to ESOS 2018, the Nomination and Remuneration Committee of the Board had granted stock options to eligible employees and directors of the Company and its subsidiary companies. As on March 31, 2026, 10,77,500 stock options remained outstanding under ESOS 2018.
The disclosures required under Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in Annexure "7" to this Report.
The equity shares arising upon exercise of the stock options are allotted directly to the respective employees. Accordingly, the disclosure requirements relating to voting rights not exercised directly by employees are not applicable to the Company.
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.
The Company has constituted an Internal Committee in accordance with the requirements of the POSH Act to receive, inquire into and redress complaints of sexual harassment at the workplace.
During the financial year under review:
Number of complaints of sexual harassment received: Nil Number of complaints disposed of during the year: Nil Number of complaints pending as on March 31, 2026: Nil
The particulars relating to conservation of energy and technology absorption as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not material to the Company's operations, having regard to the nature of its business. Nevertheless, the Company continues to undertake measures aimed at conserving energy and improving operational efficiency, including the use of energy-efficient lighting systems and adoption of other environmentally responsible practices, wherever feasible.
During the year under review, the Company's (i) earnings of foreign exchange were USD 5,97,741 and AED 5,02,000 and (ii) expenditure of foreign exchange (excluding investments) was USD 1,766, EURO 38,946 and AED 1622.
The equity shares of the Company continue to be listed on the BSE Limited and the National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees for the financial year 2026-27 to both the Stock Exchanges within the prescribed timelines.
Your directors' state that during the year under review:
a) The requirements relating to the Business Responsibility and Sustainability Report ("BRSR") under Regulation 34(2)(f) of the SEBI Listing Regulations were not applicable to the Company.
b) The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise. c) Except for the allotment of 10,77,500 equity shares pursuant to the exercise of stock options under the Employee Stock Option Scheme, 2018 (ESOS 2018), the Company did not issue any sweat equity shares or equity shares under any other employee benefit scheme during the financial year. d) The Company did not undertake any buyback of its equity shares during the financial year under review. e) The Managing Director of the Company did not receive any remuneration or commission from any of the Company's subsidiaries. The whole-time director did not receive any remuneration or commission from the Company but received remuneration from subsidiary companies in his capacity as executive director.
f) During the financial year under review, no fraud was reported by the Statutory Auditors under Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014.
g) No significant or material orders were passed by any regulator, court or tribunal during the financial year which would impact the going concern status of the Company or materially affect its future operations.
Your directors place on records their sincere appreciation for the dedication, commitment and valuable contributions of the employees at all levels, whose continued efforts have been instrumental in the Company's performance during the year.
The Board also expresses its gratitude to the Company's Members, clients, bankers, business associates, regulators, stock exchanges and other stakeholders for their continued trust, confidence and support. The Directors look forward to their continued cooperation and partnership in the years ahead.
For and on behalf of the Board of Directors
Mumbai May 29, 2026
N. Jayakumar Managing Director and Group CEO (DIN: 00046048)
Akshay Gupta Whole-time Director (DIN: 01272080)
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