Your directors have pleasure in submitting this 16th Annual Report of the Company together with the Audited Statements of Accounts for the period ended 31st March, 2026.
1. FINANCIAL RESULTS:
(Rs. In Lakhs)
|
Particulars
|
STANDALONE
|
|
CONSOLIDATED
|
| |
31.03.2026
|
31.03.2025
|
31.03.2026
|
31.03.2025
|
|
Revenue from operations
|
8337.81
|
7,387.09
|
9653.04
|
8,842.49
|
|
Profit before Interest, Depreciation, Managerial Remuneration, Taxation
|
1459.51
|
1384.48
|
1594.90
|
1521.39
|
|
Less: Interest
|
51.79
|
44.22
|
132.73
|
127.59
|
|
Depreciation
|
156.58
|
106.41
|
219.81
|
118.66
|
|
MD’s Remuneration
|
214.30
|
215.80
|
214.30
|
251.09
|
|
Taxation
|
272.37
|
253.59
|
279.88
|
267.65
|
|
Profit before giving the effect of DTA/DTL
|
764.47
|
726.55
|
748.18
|
745.60
|
|
Less: Deferred Tax Liability/ (Assets)
|
(3.41)
|
(10.26)
|
1.25
|
(10.80)
|
|
Less: DTL on Profit of W/off of Asset in B/A
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Less: Short/(Excess) Provision of Earlier Year
|
3.67
|
0.32
|
6.22
|
0.32
|
|
Profit for the year
|
764.21
|
736.49
|
740.71
|
756.40
|
|
Less: Provision For Dividend
|
0.00
|
0.00
|
0.00
|
0.00
|
|
Balance Bought Forward from Previous year
|
1808.04
|
1139.55
|
1822.38
|
1,139.47
|
|
Less: Reversal of DTA due to change of income tax rate
|
--
|
--
|
---
|
---
|
|
Add : Excess Provision of Income Tax
|
---
|
---
|
---
|
---
|
|
Less: Bonus shares issued
|
--
|
--
|
---
|
---
|
|
Less: Other Adjustments
|
--
|
--
|
---
|
---
|
|
Balance Carried to Balance Sheet
|
4401.97
|
3637.76
|
4392.80
|
3,652.09
|
2. State of Affairs of the Company:
Aztec Fluids & Machinery Limited, a leading manufacturers, exporter and suppliers of a quality assured assortment of Printers, Printer consumables and Printer Spares. Our product range includes Continuous Inkjet (CIJ), Thermal Transfer Overprint (TTO), Drop on Demand (DOD) and Laser printers. These products are highly acclaimed by our clients, based in the markets of the Indian Subcontinent, East Asia, Middle East and South East Asia, for their distinguished features like supreme quality, excellent performance, long functional life and easy
operations, is detailed in the Management Discussion and Analysis Report, which forms part of the Annual Report.
Operational Overview:
During the financial year 2025-26, Aztec focused on strengthening its operational performance through sustainability, efficiency, and supply chain resilience. The Company continued to enhance its operational efficiencies by advancing its green initiatives, including increased adoption of renewable energy, integration of green chemistry principles and optimized resource management.
A strategic focus was maintained on high-margin, value-accretive business segments. This included scaling fee-for-service (FFS) contracts and expanding the manufacturing of niche specialty ingredients, thereby improving profitability and long-term financial performance. Through these integrated efforts, Aztec strengthened its operational backbone, improved supply chain reliability, and has positioned itself for sustainable, value-driven growth for the years ahead.
3.PERFORMANCE highlights :
The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with the Standards on Auditing (“SAs") specified under Section 143 (10) of the Companies Act, 2013 (the “Act"), as amended and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations").
STANDALONE FINANCIAL RESULTS:
The continuous efforts of management led to fruitful and positive results. During the year under review, Revenue from Operations has gone up to Rs. 8337.81 Lakhs against Rs.7387.09 Lakhs in the previous year. As a result, the profit before interest, depreciation, managerial remuneration, taxation has reached a level of the figures which has gone up to Rs. 1484.87 Lakhs against Rs. 1384.48 Lakhs for the previous year. The profit for the year has also gone up to Rs. 764.21 Lakhs against Rs. 736.49 Lakhs for the previous year. After adjusting all amounts balance of Rs 4401.97 Lakhs has been carried forward to the next year.
Your Directors are making all the possible efforts to expand the business of the company, optimize expenses and hereby hope to make better performance in the years to come.
CONSOLIDATED FINANCIAL PERFORMANCE:
On a consolidated basis, the total income for the year was INR 9653.04 Lakhs, compared to INR 8,842.49 Lakhs in FY 2024-25, registering a growth of 8.4%. This includes consolidated Revenue from operations of INR 9653.04 Lakhs and other income of INR 86.70 Lakhs. As a result, the profit before interest, depreciation, managerial remuneration, taxation has reached a level of the figures which has gone up to Rs. 1594.90 Lakhs against Rs. 1521.39 Lakhs for the previous year. The profit for the year has decrease up to Rs. 740.71 Lakhs against Rs. 745.60 Lakhs for the previous year. After adjusting all amounts balance of Rs. 4392.80 Lakhs has been carried forward to the next year.
4. CHANGE IN NATURE OF BUSINESS:
During the year under review, Company has not changed it’s nature of business of the Company.
5. Dividend
For the year under review, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the company’s future expansion.
Dividend Distribution Policy
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company’s website and link for the same is https:// www.aztecindia.org/assets/pdf/policies/aztec-policy-dividend-distribution.pdf
6. Reserves
During the financial year 2025-26, the Board does not propose to transfer any amount to the Reserves.
7.SHARE CAPITAL:
-Authorized Capital:
During the year under review, the Authorized Share Capital of the Company remained Rs. 14,00,00,000/-(Rupees Fourteen Crore only) divided into 1,40,00,000 (One Crore Forty Lakhs only) Equity Shares of face value Rs. 10/- each ranking pari-passu in all respect with the existing Equity Shares of the Company.
-Issued, subscribed and paid-up share capital:
During the year under review, the issued, subscribed and paid-up share capital of the Company has been increased from Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of face value Rs. 10/- each to Rs. 13,60,00,000/- (Rupees Thirteen Crore Sixty Lacs only) divided into 1,36,00,000 (One Crore Thirty-Six Lakhs ) Equity Shares of face value Rs. 10/- each.
There was no change in the Share Capital of your Company during the year under review.
8. particulars of loans, guarantees or
INVESTMENTS
Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and LODR Regulations, are provided in the financial statements. However, during the year under review Company has not given any guarantee or security.
9. RELATED PARTY TRANSACTIONS
During the year under review, the Company has entered into an agreements/ arrangement with
BOARD EVALUATION:
The Board have undertaken an annual evaluation of the performance of entire Board and Committees, Individual peer review of all the Directors and Independent Directors of the Company as per Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014. The performance evaluation forms were circulated to the Board & Committee members and the responses on the same have been received.
The outcome of the performance evaluation of the Committees of the Board and the Board is presented to the Nomination and Remuneration Committee and the Board of Directors of the Company and key outcomes, and actionable areas are discussed and acted upon.
14.DETAILS OF COMPOSITION OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION
committee and stakeholders’ relationship
COMMITTEE
The Board of Directors, in compliance with the requirements of various laws applicable to the Company and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees. The Board of Directors has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details of the
Board Committees of your Company are as follows: i) AUDIT COMMITTEE:
The Audit Committee and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act. All members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Audit Committee consists of the following members:
related parties. The details of the same is mentioned in Form AOC-2 which is enclosed as Annexure-A to this Director’s report.
io.material changes and commitments
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report
ii.internal control and their adequacy
The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.
12. DEPOSITS
The Company has neither accepted nor renewed any deposits from public during the year under review.
13. DIRECTOR(S) DISCLOSURES:
Based on the declarations and confirmations received pursuant to section 164 and 184 of the Act, none of the Directors on the Board of your Company are disqualified from being appointed as Directors.
Further the Company has received the declarations from all the Independent Directors as per the Section 149(7) of the Act and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act.
Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”) vide its Notification dated 22nd October, 2019, regarding the requirement relating to enrolment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.
All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.
During the financial year 2025-2026, 3 (three) Audit Committee Meetings were held on 23.05.2025, 11.08.2025 and 14.11.2025.
^stakeholders relationship committee:
The terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act. The Stakeholders Relationship Committee consists of the following members:
15.CORPORATE social responsibility (CSR) :
In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in Searchable Mode of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The company through its CSR initiative towards supporting projects in the areas of Promotion of Education, Skill Development and Animal Welfare as the core sectors for CSR activities and various other
social matters continues to enhance value creation in the society and in the community in which it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.
As on March 31st, 2026, the CSR Committee comprised of:
Remuneration Committee (“NRC”) of the Company exercises due diligence inter-alia to ascertain the ‘fit and proper’ person status of person proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Kumudchandra Bhawandas Vaidhya (DIN:10382278), NonExecutive Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. A brief profile of Mr. Kumudchandra Bhawandas Vaidhya has been included in the Notice convening the ensuing Annual General Meeting of the Company.
The CSR policy is available on the website of your Company and link for the same is given in Annexure -B of this report.
16.directors and key managerial personnel
(KMP):
As on March 31, 2026, the Board of Directors of your Company comprises of 5 (Five) Directors out of which 2 (Two) are Non-Executive Independent Directors, 1 (One) is Non-Executive Director and 2 (Two) are Executive Directors. The Chairman is an Executive Director. The Board composition is in compliance with the requirements of the Act, the SEBI Listing Regulations and the circulars / directions / notifications issued by therein.
All appointments of Directors are made in accordance with the relevant provisions of the Act, the SEBI Listing Regulations, and other laws, rules, guidelines as may be applicable to the Company. The Nomination &
There has been no changes in Directorship of the Company during the year under review.
Change in Key Managerial Personnel:
Changes in the composition of the Key Managerial Personnel during the FY 2025-26 and up to the date of this report are outlined below:
-Mr. Pulin Kumudchandra Vaidhya, Managing Director and Mrs. Amisha Pulin Vaidhya, Whole-Time Director whose tenure of 3 years will complete on November 24, 2026 are required to be reappointed in the ensuing General Meeting subject to the approval of the members of the Company at the ensuing Annual General Meeting of the Company to be held on 10th september, 2026.
17.directors’ responsibility statement
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm and state that -
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. The Directors had 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 loss of the company for that period;
iii. The Directors have 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. The Directors had prepared the annual accounts on a ‘going concern’ basis;
v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. 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.
18.APPOINTMENT and remuneration policy:
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy and defined the scope of the Committee which is in line with the provisions of the Companies Act, 2013. The policy is available on Company’s website at www.aztecindia.org and weblink for the same is https://aztecindia.org/assets/pdf/regulation-46/ aztec-criteria-of-making-payments-to-non-executive-directors.pdf
19.STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. K A R M A & CO. LLP, Chartered Accountants, (FRN : 127544W/W1100376) were appointed as statutory Auditors of the Company till the conclusion of 19th Annual General Meeting (AGM) of your Company to be held in the year 2029. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.
The Notes to the financial statements referred in the Auditors’ Report are self-explanatory. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditor’s Report are self-explanatory. The Auditor’s Report is enclosed with the financial statements forming part of this Annual Report.
20. COMMENT ON Auditors’ report
The Auditors’ Report to the Shareholders does not contain any qualification. There were no reservations or adverse remarks made by the Auditors in their report.
21. secretarial audit and auditors report
Pursuant to the provisions of Section 204 of Act, the Board of Directors of the Company had approved the appointment of M/s Ravi Kapoor & Associates, Practising Company Secretaries as the Secretarial Auditors of the Company for carrying out the Secretarial Audit for the financial year 2025-26.
The Secretarial Audit Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer and is appended herewith as Annexure- C to the Board of Directors’ Report.
22.INTERNAL AUDITOR
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, J J Patel & Associates, Ahmedabad have been appointed as an Internal Auditors of the Company for Financial Year 20252026.
During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.
23. ANNUAL RETURN
As per provisions of Section 92(3) Annual Return of the Company for the financial year ended on March 31, 2026 is placed on the website of the Company and the same can be accessed through https:// aztecindia.org/investor-annual-returns.php
24. DETAILS OF SUBSIDIARY COMPANIES /
associate companies / joint venture
The Company has one Wholly Owned Subsidiary as on 31st March 2026.
JET INKS PRIVATE LIMITED (“Jet Inks”) is a wholly owned subsidiary of Aztec Fluids & Machinery Limited as on 31st March, 2026 and was incorporated on 20th March, 2002 with its registered office at 2 PLOT NO. 8, MELROSAPURAM ROAD, THIRUKATCHIYUR, SENGUNDRAM VILLAGE, MARAIMALAI NAGAR, CHENGALPATTU, TAMIL NADU-603204.
However, the Company does not have any joint venture or associate company.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates are provided in the prescribed format Form AOC-1 as Annexure-D to the Board’s Report.
The annual financial statements and related detailed information of the subsidiary company shall be made available to the shareholders of the holding and subsidiary company seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders
during working hours at your Company’s registered office and that of the respective subsidiary company concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on website of the Company at www.aztecindia.org
25. Management Discussion & Analysis Report:
Management’s discussion and analysis report for the year under review, is presented in a separate section forming part of the annual report and is annexed herewith as “Annexure-E”.
26. PARTICULARS OF EMPLOYEES
Your Company had 129 employees as of March 31, 2026. The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees’ remuneration are provided in Annexure - F of this report.
27. MATERIAL SUBSIDIARY
Based on Financial Statement as on March 31, 2026, your Company had unlisted material subsidiary. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company’s website. (www.aztecindia.org)
Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.
29. significant and material orders
There are no significant and material orders passed by Regulators, Courts or Tribunals impacting the going concern status and company’s operations in future.
30. conservation of energy, technology
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has no activity pertaining to energy conservation or technology absorption. Details of foreign exchange earnings and outgo are as follows:
Foreign exchange earnings and Outgo:
Foreign Exchange Earning: Rs. 723.68 Lakhs Foreign Exchange Outgo: Rs. 3570.73 Lakhs
31. Risk management
In today’s economic environment, risk management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company’s risk management is embedded in the business processes. Your Company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and industrial health and safety risk and also planned to manage such risk by adopting best management practice.
32. maintenance of cost records as specified
BY THE CENTRAL GOVERNMENT UNDER SUB
section (1) of section 148 of the companies act, 2013 and status OF THE SAME:
The provisions regarding maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company.
33. disclosure under the sexual harassment of women at workplace (prevention, prohibition & redressal) act, 2013
The Company is committed to provide conducive environment in which all individuals are treated with
respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors of the Company adopted a “Policy for prevention of Sexual Harassment at Workplace” and also constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Your Directors further states that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy adopted by the Company for the prevention of sexual harassment is available on the Company’s Website at www.aztecindia.org
(a) Number of complaints of Sexual Harassment received in the year: Nil
(b) Number of complaints disposed off during the year: Nil
(c) Number of cases pending for more than ninety days: Nil
34.THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:
During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against
customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.
35. 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 DURING THE FINANCIAL YEAR:
During financial year 2025-2026, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.
36. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.
37. VIGIL MECHANISM/WHISTLE blower policy:
In terms of Section 177(9) and Section 177(10) of the Act the Board of Directors of the Company adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide a mechanism for Directors and Employees of the Company to approach the Internal Complaint Committee and to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s Code of Conduct and other genuine concerns related to the Company and provide for adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.
The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the Company’s Website at www.aztecindia.org
38. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees and accordingly, no details are required to be mentioned in the Board’s report.
39. LISTING WITH STOCK EXCHANGE
The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year
2025-2026 to the BSE Limited where the shares of the Company are listed.
40. appointment of rta
M/s Bigshare Services Private Limited is a Registrar and Share Transfer Agent of the Company in order to make compliance with the provision of Companies Act, 2013 as well as SEBI Depositories Act, 1996.
All the equity shareholders of the Company have demat their equity shares as on March 31st, 2026 and none of shareholders holding shares in physical form.
41. CODE OF CONDUCT
The Board of Directors has adopted a code of conduct which is applicable to the members of the board and all employees in the course of day to day business operations of the Company. The code has been posted on the Company’s website at www. aztecindia.org.
The code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
42. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as “the act”) read with Investor Education and Protection Fund (accounting, audit, transfer and refund) Rules, 2016 (hereinafter referred to as the “IEPF rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF authority, but there is no such unpaid dividend of last seven years, so this clause is not applicable to the Company.
43. CORPORATE GOVERNANCE:
Your Company provides utmost importance at best Governance Practices and are designated to
act in the best interest of its stakeholders. Better governance practice enables the Company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.
Further pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 provisions of corporate governance report are not applicable to Company Hence, the same is not attached in this 16th Annual Report.
44.EMPLOYEE STOCK OPTION PLAN:
The Board of directors of the Company had formulated the AZTEC EMPLOYEE STOCK OPTION PLAN 2025 (“ESOP PLAN”) which was approved by the members of the Company on December 27, 2025 and special resolution passed by postal ballot on December 27, 2025, for grant of options to eligible employees of the Company in compliance with regulation 12(1) of securities and exchange board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The AZTEC EMPLOYEE STOCK OPTION PLAN 2025 is available on the website of the company and web-link of the same is: https://www.aztecindia.org/ assets/pdf/regulation-46/aztec-ESOP-PLAN-2025. pdf
Nomination and Remuneration Committee of Board of Directors of Aztec Fluids & Machinery Limited (“Company”) on Friday May 29, 2026, have approved grant of 142000 Options (One Lakh Forty Two Thousand Options) employee stock options (“Options”), to the eligible employees under ‘Aztec Fluids & Machinery Limited Employee Stock Option Plan 2025' (“ESOP 2025” / “Plan”).
Further, the Company has obtained a certificate from Ravi Kapoor & Associates, 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 is available on the Company's website and accessible at https://www. aztecindia.org/assets/pdf/regulation-46/aztec-fluids-machinery-esop-certificate.pdf
Further, the disclosure under Regulation 14 of SBEB Regulations is also available on the Company's website and accessible through https://aztecindia. org/aztec-esop-2025.php
Further, the Company has not provided any loan, guarantee or security or any other financial assistance
for the purpose of purchase or subscription of its own shares by employees or by any trustee for the benefit of employees, as contemplated under Section 67 of the Companies Act, 2013.
45. prevention of insider trading
The Company has adopted a code of conduct for prohibition of Insider Trading (the ‘code') in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of Directors and employees of the company, their immediate relatives and other insiders as defined in the code. During the closure of the trading window, no employee/ designated person is permitted to trade in the securities of the Company with or without pre-clearance as informed by the secretarial department, from time to time. Timely disclosures are made to the stock exchanges by the Company. No employee/ designated person is permitted to communicate, provide, or allow access to any unpublished price sensitive information relating to Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is in furtherance of legitimate purpose, performance of duties or discharge of legal obligations. The Company periodically monitors and ensures compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.
46. MATERNITY BENEFITS
Your Company complies with the provisions of the Maternity Benefit Act, 1961, and provides Maternity Benefits to eligible women employees. Adequate facilities and support are provided in line with statutory Requirements.
Acknowledgement
Your Directors are thankful to the Bankers and concerned government departments / agencies for the co-operation and support extended by them to the Company throughout the year.
For and on behalf of the Board of Directors For, AZTEC FLUIDS & MACHINERY LIMITED
SD/-
PULIN VAIDHYA MANAGING DIRECTOR DIN:03012651
SD/-
AMISHA VAIDHYA WHOLE-TIME DIRECTOR DIN:03077466
DATE: 06.08.2026 PLACE: AHMEDABAD
| 