As on: Oct 10, 2026 03:56 PM
Dear Members,
Your Directors are pleased to present the 65th Annual Report along with the Audited Financial Statements of your Company for the financial year ("FY") ended March 31, 2026 ("FY 2025-26/FY 2026").
FINANCIAL HIGHLIGHTS
The Company's Financial Performance (Standalone & Consolidated) for the FY 2025-26 is summarised below;
PERFORMANCE HIGHLIGHTS
The Performance Highlights on a Standalone and Consolidated basis for the FY 2025-26 of the Company are as under:
STANDALONE BASIS
During the FY 2026, the gross turnover including other Income on standalone basis of the Company was _48,604.14 Lacs. The Profit before Interest, Depreciation and Tax (PBITDA) of the Company was _6,026.6 in 2025-26. The EPS was _13.54 per share during the year under review.
The Net worth of the Company for FY 2025-26 was _39,278.01 Lacs.
CONSOLIDATED BASIS
The gross turnover including other Income on consolidated basis of the Company was _53,653.67 Lacs. The Profit before Interest, Depreciation and Tax (PBITDA) of the Company was _7261.59 Lacs in 2025-26 and the Earnings Per share was _18.03 per share during the year under review.
The Overall Performance was largely impacted by Q4, owing to delays in order conversion and dispatches across certain segments, along with volatile global trade conditions impacting overall business sentiment, which affected revenues.
Largely impacted by lower export revenues from the Cotton Ginning Machinery Segment (~60%oftotalrevenue), while the domestic business registered healthy growth during the year. The decline in export revenues along with largely unchanged fixed costs affected overall profitability.
OPERATIONS
The Company continues to strengthen its diversification strategy across multiple verticals, backed by a strong Revenue CAGR of 36%. In FY26, revenue contribution from the Infrastructure segment stood at 21%, Electrical Panels at 11%, Heavy Engineering at 6% and Other Product Segments at 2%. The Infrastructure business witnessed healthy momentum during the year, registering 30%YoY growth.
In the Cotton Ginning Machinery Segment, the lower export revenues was affected by customer site unpreparedness and pending commercial clearances, resulting in dispatch delays and deferred revenue recognition despite receipt of advances. The Company continued its focus on capacity enhancement in terms of manpower, land parcel, machineries and product range. Significant efforts continued to be made in the
Research & Development department of the Company with an intent to enhance product design, performance, quality and operational efficiency, thereby maintaining a competitive edge in the industry.
The overseas subsidiaries of the Company also continued their operations and contributed towards reinforcing the Company's international presence.
Going forward, the company expects improvement in performance supported by improving market conditions and better execution across business segments. Going forward, the Company shall continue to focus on technological advancement, capacity augmentation and market expansion across its business segments and also reduction in the cost and expenses to support sustainable growth and long-term value creation and improved profitability.
DIVIDEND
Directors are pleased to recommend a Dividend @ 20 % i.e. 1/- per equity share having a Face Value of C5/- each as final dividend for the FY 2026. The Payment of Dividend is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) of the Company.
The dividend, subject to its declaration, will be distributed to shareholders whose names appear on the Register of Members on September 16, 2026. Based on the total number of Equity Shares of the Company, the dividend, if approved would result in a cash outflow of _208 Lacs.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from April 01, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
The Register of Members and Share Transfer Books of the Company will remain closed from September 17, 2026 to September 23, 2026 (both days inclusive) for the purpose of payment of dividend and AGM of FY 2025-26.
TRANSFER OF RESERVES
Out of the amount available for appropriations for the FY 2025-26, the Company has transferred _2,608.81 Lacs to its General Reserves.
DEPOSITS
During the FY 2025-26, the Company did not invite or accept any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended).
SUBSIDIARIES OF THE COMPANY
The Board of Directors at its meeting held on May 27, 2026, approved the Audited Standalone & Consolidated Financial
Statements for the FY 2025-26 which includes financial information of all its subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2025-26, have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations). Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary Companies is attached to the Financial Statement in Form AOC-1 as Annexure-A.
In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.bajajngp.com. These documents will also be available for inspection during business hours at the registered office of the Company.
The Company has the following Wholly Owned Foreign Subsidiaries:
1. Bajaj Coneagle LLC, Alabama, USA;
2. Bajaj Steel Industries (U) Ltd., Uganda
3. Bajaj Continental LTDA, Brazil; and
4. Bajaj Services LTDA, Brazil
The Company's wholly-owned foreign subsidiary, Bajaj Steel Industries (U) Limited, Uganda, which was incorporated for overseas expansion, had been incurring continuous losses over the past few years. Considering its financial position, operational challenges, and lack of commercial viability, the Board of Directors in their meeting held on May 27, 2026, determined that continuing its operations was no longer financially feasible. The Board has approved and initiated the process for the voluntary winding up/closure of the said subsidiary, in compliance with the local laws of Uganda. This closure does not have any material impact on the financial operations of the Company.
MATERIAL SUBSIDIARY
The Company has no material subsidiary as per the thresholds laid down under the Listing Regulations.
CREDIT RATING
During the year under review, the domestic rating agency "CRISIL" has reviewed and reinstated the rating of the Company's long term & short term facilities in the below manner:
This reflects the Company's robust financial position and operational efficiency.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There are no other Material Changes or Commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial year ended 2026 relate and the date of the report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no such change in the nature of business of the Company during the reporting period.
AUDITORS
STATUTORY AUDITORS
M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur, (FRN: 305123E), were appointed as Statutory Auditors of the Company at the 61st AGM to hold their office till the conclusion of 66th AGM of the Company and they have successfully conducted Statutory Audit of the Financial Statements of the Company for the FY ended 2025-26.
AUDITORS' REPORT
The Auditor's Report for the FY 2025-26 on the financial statements of the Company is attached to this Annual Report. The notes on Financial Statements referred in the Annual Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.
COST AUDITOR
During the year under review, in accordance with Section 148(1) of the Companies Act, 2013, the Company has maintained the cost records, as specified by the Central Government. These cost records were audited by M/s Rakesh Misra & Co., (Firm Reg. No. 000249), Cost Accountants, Kanpur, for the FY 2025-26. The Cost Auditors' Report of FY 2026 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.
Further, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors, on the recommendation of the Audit Committee have re-appointed M/s Rakesh Misra & Co., (Firm Reg. No. 000249), Cost Accountants, Kanpur, as the Cost Auditor of the Company for the Financial Year 2026-27. The remuneration payable to the Cost Auditor is subject to ratification of Shareholders at the ensuing AGM of the Company.
INTERNAL AUDITOR
The Internal Audit of the Company for the FY 2025-26 was undertaken by the Internal Auditors M/s V.R. Inamdar & Associates, Chartered Accountants, Nagpur. Further, there were no adverse remarks or qualification received from the Internal Auditors. The Internal Auditors reports directly to the Audit Committee of the Company and the internal audit was completed as per the scope defined by the said Committee from time to time.
Further on the recommendation of the Audit Committee, M/s V.R. Inamdar & Associates, Chartered Accountants, Nagpur, have been re-appointed as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 to carry out the Internal Audit of the functions and activities of the Company for the FY 2026-27.
SECRETARIAL AUDITOR
The Company had appointed M/s Siddharth Sipani & Associates, Practicing Company Secretaries, Nagpur, as Secretarial Auditors of the Company for a term of 5 consecutive years from FY 2025-26 to FY 2029-30, pursuant to the provisions of Section 204 of the Act and Rules made thereunder and Regulation 24A of the SEBI Listing Regulations, 2015, as amended.
The Secretarial Audit Report in the prescribed Form MR-3 for FY 2025-26 as furnished by M/s Siddharth Sipani & Associates is annexed to this Report as Annexure-B.
The Secretarial Audit Report does not contain any observation, qualification, reservation, adverse remark or disclaimer.
FRAUDS REPORTED BY AUDITOR
During the year under review, there were no instances of frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
INTERNAL FINANCIAL CONTROLS
The Company's internal control systems commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. These internal financial controls, are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
BUSINESS RISK MANAGEMENT
Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with Corporate Policies. The identified elements of Risk and Risk Mitigation measures are periodically reviewed / revised by the Board of Directors as and when the need arises.
SHARE CAPITAL
During the FY 2026, the paid-up Equity Share Capital was _1,040.00 Lacs. Further, during the year under review, the Company did not issue any shares and grant stock options or sweat equity shares to the employees
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has disclosed the details relating to the Loans, Guarantees or Investments, as defined under Section 186 of the Companies Act, 2013, in the Notes to the Financial Statement which forms part of this Annual Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and the Listing Regulations, the Company has formulated a Policy on the Materiality of Related Party Transaction (RPT) and dealing thereof which is also available on the Company's website at https://bajajngp.com/investor-relations/guidelines-code-policy/.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all the transactions between the Company and its Related Parties. All the RPTs are placed before the Audit Committee for its approval, review and ratification. Prior omnibus approval is obtained for RPTs on a yearly basis for the transactions which are of repetitive nature and/or entered in the ordinary course of business at arm's length.
All the RPTs entered during the year were in ordinary course of the business and at arm's length basis. No Material RPTs, as per the materiality threshold adopted by the Board of Directors, were entered during the year by the Company. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.
However, the particulars of all the RPTs in terms of IND AS 24 are forming part of the financial statements.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company understands that its ability to emerge as a customer-centric organisation hinges completely on the dedication and commitment of its human resources to uphold the Company's values. Further, relationship with the employees were cordial throughout the year.
MANAGEMENT
DIRECTORS AND KEY MANEGERIAL PERSONNEL (KMP)
The composition of the Board of Directors of the Company is as below:
Pursuant to Section 152(6)(d) of the Companies Act, 2013, Shri Deepak Batra, Non-Executive Director, is getting retired by rotation at the ensuing AGM, and he expressed his willingness for the re-appointment as Executive Director of the Company.
DETAILS OF CHANGE IN DIRECTORS/KMP DURING THE FY 2026
During the year under review, the tenure of Shri Raja Iyer as an Independent Director of the Company was completed on September 26, 2025 and consequently, he ceased to be an Independent Director of the Company upon completion of his term. The Board places on record its sincere appreciation for the valuable guidance, support and contribution made by him during his association with the Company.
Further, with a view to strengthen the Board and to benefit from his professional expertise and experience, the Board had appointed Shri Mayank Bhandari as an Additional Non-Executive Independent Director of the Company with effect from July 23, 2025, subject to the approval of the shareholders. The shareholders of the Company approved and regularised his appointment as an Independent Director at the 64th Annual General Meeting held on September 03, 2025 for a term of 2 consecutive years with effect from July 23, 2025 to July 22, 2027 and he shall not be liable to retire by rotation.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board indicating that they comply with all the requirements that are stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations, 2015 so as to qualify themselves to act as Independent Directors of the Company. Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company have complied with the requirements of the provisions in relation to the Independent Directors Databank as stated in the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time.
BOARD EVALUATION
During the year, annual performance evaluation of the Board and Committees of the Board, individual Directors including the Chairman of the Board, was carried out as per the criteria and process approved by Nomination & Remuneration Committee, which is in line with the SEBI Guidance Note on Board Evaluation.
The Board discussed upon the performance evaluation outcome and concluded that they were satisfied with the overall performance of the Board and Committees and Directors individually. The Board also assessed the fulfilment of the independence criteria by the Independent Directors of the Company and their independence from the management as specified in the Listing Regulations.
The performance evaluation of the Non-Independent Directors and the performance of the Board as a whole was discussed at the separate meeting of the Independent Directors as well.
ANNUAL RETURN
The Annual Return for the Financial Year 2026-27 as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company and can be accessed on the Company's website at the link https://bajajngp.com/investor-relations/annual-report/.
CORPORATE GOVERNANCE REPORT
In accordance with Regulation 34 of the SEBI Listing Regulations, 2015, a Report on Corporate Governance along with the Auditors' Certificate confirming compliance is attached and forms part of this Report.
A report of the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance as required by SEBI Listing Regulations, 2015 is also obtained by the Company and attached to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR')
As required under section 135 of the Companies Act, 2013, the CSR Policy was formulated by the CSR Committee and thereafter approved by the Board. CSR Policy is available on the Company's website: https://bajajngp.com/investor-relations/guidelines-code-policy/. The annual report on CSR activities during the FY 2025 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are given in Annexure C-I and C-II forming part of this Report.
BOARD MEETINGS
The Board of Directors met four (4) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
BOARD COMMITTEES
The Board of Directors has following Committees: -
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
A detailed disclosure on the Board, its committees, its composition, and brief terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is mentioned in the Report on Corporate Governance which forms part of this Annual Report.
VIGIL MECHANISM
The Company has established a vigil mechanism pursuant to the requirements of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. No personnel have been denied access to the chairman of the Audit Committee to report genuine concerns. Establishment of vigil mechanism is hosted on the website of the Company under the web link at https://bajajngp.com/investor-relations/ guidelines-code-policy/.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is an endeavor of the Management to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.
The Company has also constituted Internal Complaints Committees to consider and resolve the complaints related to sexual harassment. Information regarding the same is also provided in the Corporate Governance Report forming part of Directors' Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during FY 2026.
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure D' to this Report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, in terms of the first provision of Section 136(1) of the Act, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company, any shareholder interested in obtaining a copy of the same may write to the Company Secretary on email id: cs_legal@bajajngp.com and will be made available to any Member on his/her request.
TRANSFER OF UNCLAIMED AMOUNTS / SHARES TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority.
The Members who have a claim on above dividends and/or shares are requested to follow the below process:
1. Submit self-attested copies of documents provided in IEPF 5 helpkit, which is available on IEPF website (www. iepf.gov.in) to the Company/ Registrar and Transfer Agent (RTA).
2. After verification of the aforesaid documents submitted, Company/RTA will issue an entitlement letter.
3. File Form IEPF-5 on IEPF website and send self-attested copies of IEPF-5 form along with the acknowledgement (SRN), Indemnity bond and entitlement letter to Company/RTA.
4. On receipt of the physical documents mentioned above, Company will submit e-Verification report, for further processing by the IEPF Authority
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under Section 134(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information relating to the foregoing matters is as under:
CONSERVATION OF ENERGY AND GREEN TECHNOLOGY/ INITIATIVES
The Company has always been conscious of the need to conserve energy in its manufacturing plants and to the protect environment. Energy conservation is achieved through optimised consumption of power and improvements in energy productivity.
1. Replacement of all halogen type lights by LED lamps across all the factory locations.
2. Variable Frequency Drive (VFD) installed in the maximum lathe and hoist system.
3. Energy saving fans and office bulbs installed across all the plants and offices to reduce the overall energy consumption.
The Company has also adopted nature friendly activities across all the manufacturing plants and offices. Further, by adopting sustainable practices, we aim to minimise our environmental impact and contribute to a greener future.
RESEARCH AND DEVELOPMENT (R&D)
The R&D Division of the Company has carried out various research and development activities during FY 2026. The main focus of the Division was on development of new products, improvement of existing products and enhancement of efficiency in cotton processing systems. The details are as under:
a. Specific Areas in Which R&D Activities Were Carried Out
1. Solid Fuel / Wood-Fired Humidification System:-
Developed a Solid Fuel / Wood-Fired Humidification System for cotton processing applications with an objective to provide an energy-efficient humidification solution. The system is proposed to be installed at one of the customer factory for field trials and performance evaluation.
2. Seed Cotton Baler Machine:-
Developed a Seed Cotton Baler Machine which was successfully tested during the year. Further development activities were undertaken for incorporation of an advanced Over-the-Edge Wrapping Mechanism to enhance machine performance and competitiveness.
3. Moisture Monitoring System:-
Developed a Moisture Monitoring System for cotton ginning plants to monitor and control moisture levels during the ginning process. The system utilises Raw Cotton Moisture Sensors and Bale Moisture Sensors and facilitates centralised monitoring and automatic control of dryer and humidification systems to maintain desired moisture levels.
4. Fire Detection System:-
Undertook research and development activities for an in-process Fire Detection System for Saw Gin projects. The study includes identification of fire risks, evaluation of suitable sensors and development of control logic for safety and process protection.
b. Benefits derived as a Result of the Above R&D
Development of improved cotton processing solutions with enhanced efficiency and reliability.
Improvement in raw cotton handling and baling technologies.
Development of advanced cotton testing solutions for colour, MIC, length and strength measurement.
Enhancement in automation, monitoring and process control systems.
Development of energy-efficient heating and humidification solutions.
Strengthening of the Company's product portfolio through continuous innovation and technology development.
c. Future Plan of Action
The R&D Division is planning to undertake initiatives for the following new product development:
Further development and commercialisation of Solid Fuel / Wood-Fired Humidification System.
Optimisation and commercialisation of Seed Cotton Baler Machine with Over-the-Edge Wrapping Technology.
Improvement and accuracy enhancement of Bale Moisture Sensor System.
TECHNOLOGY ABSORPTION
The Company manufactures the ginning machineries/ equipment in-house via the technology acquired from Continental Eagle Corporation, USA. The Company has technical collaboration with Central Institute for Research on Cotton Technology (CIRCOT) and is currently developing new products such as Dryers and Humidification Systems.
The Company is technological driven organisation that continuously works on the technical front to make its products more competent in the market. Under the able leadership and guidance of Dr. M.K. Sharma, Whole Time Director & CEO of the Company, various R&D activities are being undertaken to develop the existing product line and to manufacture the new ones to expand the Company's product portfolio.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned and used during the financial year 2025-26
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators or Courts or Tribunals, Statutory and quasi-judicial bodies, impacting the going concern status and Company's operations in the future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No application has been made under the Insolvency and Bankruptcy Code, 2016 and hence the disclosure is not applicable to the Company for the period under review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
No such incident took place during the reporting year.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (ICSI') to ensure compliance with all the applicable provisions read together with the relevant circulars issued by the Ministry of Corporate Affairs.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that:
1. In the preparation of Annual Accounts for the FY 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures and in compliance with the laws;
2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year on that period;
3. The Directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. Annual Accounts have been prepared on a going concern basis;
5. Internal financial controls were in place which were adequate and were operating effectively; and
6. Proper systems to ensure compliance with the provisions of all applicable laws were in place and such systems are adequate and operating effectively.
CEO/CFO CERTIFICATION
The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) have issued a certificate pursuant to the provisions of Regulation 17 (8) of the Listing Regulations certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs, which has been reviewed by the Audit Committee and taken on record by the Board.
CAUTIONARY STATEMENT
It is to be noted that in accordance with relevant securities laws and regulations, certain comments in the Management Discussion and Analysis section may be regarded to be "forward-looking statements" with respect to Company's objectives, plans, estimates and expectations.
It is crucial to recognise that the actual results achieved may significantly deviate from the expressed or implied statements. Company's operations are subject to various influential factors, including economic developments within the country, industry-specific demand and supply conditions, fluctuations in input prices, modifications in government regulations and tax laws, as well as additional considerations such as litigation and industrial relations.
APPRECIATION AND ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to all of the Company's employees for their contribution towards the Company's performance. The Directors would also like to thank the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.
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