As on: Sep 05, 2026 08:19 AM
Dear Shareholders,
The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"), along with the Standalone Audited Financial Statements for the Financial Year ended on 31st March, 2026.
FINANCIAL RESULTS
The Company's financial performance for the year ended on 31stMarch, 2026 is summarized below:
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DIVIDEND
For the Financial Year 2025-26, The Board is happy to report an encouraging financial performance but the inability to recommend any dividend is regretted as it is considered prudent to conserve the resources for Investment in Business.
TRANSFER TO RESERVES
During the year, the Company has not transferred any amount to Reserve and Surplus.
BUSINESS DESCRIPTION
We are specialized in Management and Technical Advisory firm catering to the Oil and Gas sector, with a strong focus on delivering end-to-end gas distribution solutions to industrial clients across India. The Company's service offerings span commercial and financial advisory, project management, and operations & maintenance (O&M) services, providing a 360-degree support framework for gas infrastructure and distribution.
Change In Nature Of Business:
During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.
The Registered Office:
The registered office of the company is situated at Office No. 3, IT Tower-2, Ground Floor, Infocity, Gandhinagar-382007, Gujarat, India.
Share Capital:
During the year under review, the authorized and paid-up share capital of the Company are as follows:
• Authorized Capital:
The Authorised Capital of the Company is Rs. 8,00,00,000/- divided into 80,00,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each.
• Issued, Subscribed & Paid-Up Capital:
As on 31st March, 2026, the issued, subscribed and paid-up capital of the Company is Rs. 7,60,04,000/- divided into 76,00,400 Equity Shares of Rs. 10/- (Rupees Ten Only) each.
During the year under review, the capital structure of the Company remained unchanged and no fresh issue, buy-back, reduction, subdivision, consolidation or other alteration of share capital was undertaken by the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on the date of this report, the Board comprises of following Directors;
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sujit K Sugathan (DIN: 01959364) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.
None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.
Disclosure By Directors:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8, List of relatives and declaration as to compliance with the Code of Conduct of the Company.
Board Meeting:
Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held through video conferencing Mode deemed to be held at the registered office of the Company.
During the year under review, Board of Directors of the Company met 6 (Six) times. Details of Meeting and their attendance as below:
The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies Act, 2013 (120 days) were compiled between two Board Meetings.
Independent Directors:
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company viz. www.positron-india.com
Details Of Key Managerial Personnel:
In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the financial year under review are Mr. Rajiv Menon-Managing Director, Mr. Sujit Sugathan- Whole time Director and Chief Financial Officer, Mr. Manav Bahri-Whole time Director and Chief Executive Officer of the Company and Ms. Madhuri Mistry is Company Secretary & Compliance
Officer of the company of till the 7th May, 2026. However post financial year 2026, The Board of Directors, at its meeting held on 7th May, 2026, approved the appointment of Ms. Hina Patel as the Company Secretary and Compliance Officer of the Company with effect from 8th May, 2026, due to resignation of Ms. Madhuri Mistry Company Secretary and Compliance Officer of the Company.
Performance Evaluation
The Nomination and Remuneration Committee has carried out an annual performance evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole, based on the criteria and framework adopted by the Board.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.
The Nomination and Remuneration Committee has reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and ability confirm that:
a) In preparation of Annual Accounts for the
year ended 31st March, 2026; the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors have selected such accounting policies and applied them consistently and have 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 or loss of the Company for that year;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the Annual Accounts for the year ended 31st March, 2026 on going concern basis;
e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEE OF BOARD
The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various committees, details of which are given hereunder:
A. AUDIT COMMITTEE:
Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine
concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company.
B. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
C. NOMINATION AND REMUNERATION COMMITTEE:
CODE OF CONDUCT
Pursuant to the provisions of Regulations 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnel of the Company which includes Promoters, Promoter Group, Key Managerial Personnel's, Directors, Senior Management and such other employees of the Company and others in fiduciary relationships and as may be approved by the Board of Directors, from time to time, based on the fact of having access to unpublished price sensitive information. The referred Code(s) lays down guidelines advising the Designated Personnel on procedures to be followed and disclosures to be made while dealing with the securities of the Company.
Further, the Board Members and Senior Management Personnel have affirmed compliance with the code of conduct. A declaration with regards to compliance with the Code of Conduct for the Financial Year 2025-2026 has been received by the Company from the Managing Director.
NOMINATION AND REMUNERATION POLICY:
Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.
The Nomination and Remuneration Policy is placed on the website of the Company viz. www.positron- india.com .
REMUNERATION OF DIRECTORS:
During the financial year under review Directors remuneration are as under:
PUBLIC DEPOSIT
The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY
Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement and the same is complied.
ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2026, is available on the Company's website viz. www.positron-india.com
SUBSIDIARIES OF THE COMPANY
During the year under review, the Company does not have any subsidiary Company.
ASSOCIATES AND JOINT VENTURE OF THE COMPANY
During the year under review, the Company does not have any Associate or Joint Venture.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2025-26, there was no materially significant related party transaction undertaken by the Company under Section 188 of the Companies Act, 2013 read with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015 that may have potential conflict with the interest of the Company. Disclosure on related party transactions is annexed to the financial statement of the Company in AOC-2 attached as Annexure A.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of section 135 of the Companies Act, 2013 the mandated spend on CSR activities for the financial year 2025-26 is Rs. 24.47 lakhs. During the year under review, your Company has spent Rs. 25.00 lakhs on eligible CSR activities. Out of the aforesaid expenditure, the Company has adjusted a surplus amount of Rs.0.65 lakh pertaining to the previous financial year against the CSR obligation for the financial year 2025-26, in accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder. Since the amount spent during the financial year exceeded the required CSR obligation, the excess expenditure of Rs.1.18 lakhs incurred during the financial year 202526 is being carried forward and shall be set off against the CSR obligation for the financial year 2026-27.
The Annual report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with section 134(3) and 135(2) of the Companies Act, 2013, as amended, has been annexed as Annexure - B and forms an integral part of this report.
The policy for Corporate Social Responsibility is available on the website of the Company viz. www.positron-india.com .
MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments affecting the financial position of the Company have occurred between the ends of Financial Year of the Company i.e. 31st March, 2026 to the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company's operations in future.
MATERNITY BENEFIT ACT, 1961
Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. Your Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. Your Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to fostering a safe, respectful, and inclusive workplace where every individual is treated with dignity and respect. To ensure a work environment free from harassment and discrimination, the Company has implemented a comprehensive Prevention of Sexual Harassment Policy applicable across all its workplaces. The Company follows a gender- neutral approach in addressing complaints and is committed to maintaining a fair, impartial, and sensitive grievance redressal mechanism.
Number of sexual harassment complaints received- Nil
Number of sexual harassment complaints Disposed-off during the year- Nil
Number of sexual harassment cases pending for a period exceeding ninety days- Nil
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure - C.
SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.
RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered.
A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.
LISTING ON STOCK EXCHANGE
The Equity Shares of the Company remain listed on "National Stock Exchange of India Limited''(NSE). The Company has already paid the annual listing fees for the Financial Year 20262027 to maintain its listing status on NSE Limited. In addition to that, the Company has also paid the Annual Custody Charges for the Financial Year 2026-2027 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has ensured the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the 'Internal control systems and their adequacy' section in the Management's discussion and analysis, which forms part of this Integrated Annual Report.
The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded.
CORPORATE GOVERNANCE
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
The Company is listed on NSE EMERGE Platform. Hence, filing of Corporate Governance report for the year ended March 31, 2026 is not applicable to Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure - D.
STATUTORY AUDITOR AND THEIR REPORT
At the 16th Annual General Meeting held on July 22, 2024, the members approved appointment of M/s. Abhishek Kumar & Associates, Chartered Accountants, Ahmedabad (Registration No. 130052W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 16th AGM up to the conclusion of 21st AGM.
There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the Company for the Financial Year ended March 31, 2026. The notes on the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any comments or explanations.
INTERNAL AUDITOR
The Board of Directors has officially appointed M/s Ravi V Patel & Co., Chartered Accountant (FRN: 134309W), as an Internal Auditor of the Company for the Financial Year 2025-2026 at the Board Meeting held to conduct the Internal Audit of the Company. This strategic decision demonstrates our commitment to upholding and enhancing proper and effective internal financial control.
COST AUDITOR
The Board of Directors have appointed M/s Alok Sharma & Company, Cost Accountants (Registration No.20551) as a Cost Auditor of the Company for the Financial Year 2025-2026 to conduct the Cost Audit of the Company. This appointment reflects the Company's commitment to maintaining robust cost control measures and ensuring transparency and efficiency in its financial and operational processes.
SECRETARIAL AUDITOR AND THEIR REPORT:
The members of the company at 17th Annual General Meeting held on 29th September, 2025 has appointed M/s. Nirav Shah & Associates, Practicing Company Secretary to serve as the Secretarial Auditor of the company for period of 5 Financial Year stating form 2025-26 to 2028-29. The Secretarial Audit Report received from M/s. Nirav Shah & Associates, Practicing Company Secretary, is attached herewith as ANNEXURE - E.
The Secretarial Audit Report does not contain any qualification reservation or adverse remark.
PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013
The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure - F.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
WEBSITE
The Company maintains a functional website at www.positron-india.com, containing basic information about the Company, including details of its business, financial information, shareholding pattern, policies, codes, annual reports, notices of general meetings, and other information as required under the Companies Act, 2013 and regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
The Company regularly updates the contents of its website to ensure that stakeholders have access to the latest information relating to the Company as the website of the company serves as an important medium for disseminating information and enhancing transparency and investor communication.
GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year. Your directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.
(I) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(II) Issue of shares (including sweat equity shares) to employees of the Company under any scheme and ESOS;
(III) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
(IV) There is no revision in the Board Report or Financial Statement;
(V) The 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.
ACKNOWLEDGEMENT
Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, business partners and other stakeholders.
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