Your directors are pleased to present the 33rd Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2026.
1. Financial Performance of the Company:
A summary of the Companys financial results for the Financial Year 2025-26 is as under
(Amount in Lacs.)
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Particulars
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2025-26
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2024-25
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Income from Operation
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0.00
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0.00
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Other Income
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33.25
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43.22
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Total income
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33.25
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43.22
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Total Expenditure before tax and dep.
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32.90
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27.00
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Profit/(loss) before tax and dep.
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10.15
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16.22
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Provision for depreciation
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4.90
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5.04
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Tax expenses
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-2.00
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-11.18
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Net profit/(loss) after depreciation and
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after tax for the year
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7.25
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9.36
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Add: balance B/F from previous year
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323.94
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314.58
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Balance carried to next year
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331.19
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323.94
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2. Operational Review:
During the year under review, the Company has earned total income of Rs. 33.25 lacs which only comprising of other income of dividend and interest income of investments made. After deducting all administrative expenses and depreciation and necessary adjustments for taxation, etc. this year Company has earned a net profit of Rs. 7.25 lacs. (Previous year it was Rs. 9.36 lacs).
3. Subsidiary, Joint Venture and Associate Companies:
The Company does not have any Subsidiary, Joint venture or Associated Company.
4. Details pertaining to shares in Suspense Account:
The Company does not have any shares in demat Suspense Account or unclaimed suspense account. Hence, disclosure with respect to demat suspense account/ unclaimed suspense account are not required to mention here.
5. Finance:
The Company does not borrowed loan from any bank during the year under review.
6. Share Capital
The paid-up Equity Share Capital as at March 31, 2026 stood at 7,20,00,000 dividing into 7,20,00,000 fully paid-up equity shares of Rs. 1/- each. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.
7. Material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the Company.
8. Dividend:
Due to business needs in future, the directors do not recommend any dividend for the financial year.
9. Unclaimed Dividend:
The Company does not have any outstanding unclaimed dividend which is required to be transferred to the Investor Education and Protection Funds as per the provisions of Section 125 of the Companies Act, 2013. The Company does not have any outstanding liability on account of Interest and principal of Deposits, Debentures or Share Application Money.
10. Deposits:
During the year under review, your Company has neither invited nor accepted any public deposit as defined under Section 77 of the Companies Act, 2013.
11. Particulars of loan, guarantees or investments under section 186: Company has not provided any guarantee or any security in connection with a loan to any other body corporate or person during the year under preview. However, the Company has made investment in Aalps Infraspace LLP for 19% of investment and profit sharing. The project initiated by LLP stopped and Company has received significant amount of money injected in the LLP. The Company does not have significant influence and control based on the representation on the management of Aalps Infraspace LLP.
12. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:
No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.
13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
Board members are of the view that commensurate with the size and nature of the business, your Company has maintained adequate Internal Financial control.
14. Board of Directors and Key managerial Personnel(s):
As of the date of this report, the Board of Directors of the Company comprises of 4 (four) members with 1 (one) Executive Director and 3 (Three) Non-Executive Directors and out of these three, 2 are independent directors.
Retirement by Rotation:
In accordance with the provision of Section 152 of the Act read with rules made there under and the Articles of Association of the Company, Mrs. Sonal V. Raja (DIN- 07122685) is liable to retire by rotation at the ensuing Annual General Meeting. Being eligible, she offered herself for re-appointment at the ensuing Annual General Meeting. Brief Profile of Mrs. Sonal V. Raja is given as an Annexure to the Notice.
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The following are the Directors of the Company:
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Sr. No
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Name
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Designation
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1
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Mr. Vipul H. Raja
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Chairman and Managing Director
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2
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Mrs. Sonal V. Raja
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Non-Executive
Director
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3
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Mrs. Dipali Patel
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Non-Executive
Independent
Director
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4
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Mr. Ansh Mashruwala
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Non-Executive
Independent
Director
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Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are
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Sr. No
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Name
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Designation
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1.
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Mr. Vipul H. Raja
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Chairman and Managing Director
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2.
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Mrs. Nidhi Shah
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Company
Secretary
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3.
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Mr. Vipul P. Patel
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Chief Financial Officer (CFO)
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15. Director's Responsibility Statement:
Pursuant to the provision contained in Section 134(5) of the
Companies Act 2013, the Directors of your Company confirm that-
i) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards has been followed and no material departure has been made from the same;
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 affair of the Company at 31st March, 2026 and of the profit or loss of the Company for the year ended on that date;
iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;
iv) The directors had prepared the annual accounts for the financial year ended 31st March, 2026, on a going concern basis; and
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.
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.
16. Annual return:
Pursuant to Sub-Section 3(a) of Section 134 and Sub Section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year 31st March, 2026 in the Form MGT-7 is uploaded on the website of the Company i.e., www.sumerugroup.in.
17. Investor Education and Protection Fund:
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
18. Board Meetings: During the year, 5 (Five) Board meetings were duly convened and held. The following are the dates on which the board meetings were held-
(1)17th April, 2025 (2) 24th April, 2025 (3) 7th August, 2025 (4) 15th October, 2025 and (5) 23rd January, 2026.
The Audit committee presently consists of two independent directors, Mr. Ansh Mashruwala designated as Chairman of the Committee and Mr. Vipul Raja and Mrs. Dipali Patel, designated as Members of the Committee. The Company Secretary acts as the Secretary to the Audit Committee.
(b) Nomination and Remuneration Committee-
In terms of provision of Section 178(3) of the Act read with rules framed there under and the SEBI Listing Regulations, the Board has adopted the Nomination, Remuneration and Evaluation Policy based on the recommendations made by the NRC. The salient features of this policy are made available on the Company's website at www.sumerugroup.in.
The Committee Comprises of Three Non-Executive Directors, out of these three, two are Independent Directors. The Company Secretary acts as the Secretary to Nomination & Remuneration Committee.
The members of Nomination & Remuneration Committee met 1 time during the year. Following is the Composition of Nomination & Remuneration Committee-
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations and relevant relaxations granted from time to time.
19. Committees: The Company has several Committees which have been established as a part of corporate governance practices and are in a compliance with the requirements of the relevant provisions of applicable laws and statute.
The Company has following Committees-
(a) Audit Committee- In accordance with the provisions of Section 177(8), the Company has duly constituted an Audit Committee which performs the roles and functions as mandated under the Act, SEBI Listing Regulations and such other matters as prescribed by the Board from time to time. During the year under review, the members of Audit Committee met 4 times in a year and details of the composition, attendance at its meetings and other details have been furnished as below-
(c) Stakeholders' Relationship Committee- The Stakeholders' Relationship Committee has been constituted in accordance with the provisions of section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations. The Committee comprises of Three Members out of which one is Executive Director and other two are Non-Executive Directors. The Chairman is Non-Executive Independent Director.
The Company Secretary is the Compliance Officer of the Company and Secretary to the Committee.
During the year 2025-2026, the Stakeholders relationship committee that also acts as Share Transfer Committee met 4 times.
20. Member's Meeting:
The last i.e., 32nd Annual General Meeting of the Company for the Financial Year 2024-2025 was held on 13th September, 2025 at the Registered office of the Company through Video Conferencing.
21. Separate Meeting of Independent Directors:
Schedule IV of the Act, Listing Regulations and Secretarial Standard-1 on Meetings of Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non- Independent Directors.
The separate meeting of Independent Directors was held on 28th March, 2025. The Independent Directors, inter alia, discussed and reviewed performance of Non- Independent Directors, the Board as a whole, Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
In addition to formal meetings, frequent interactions outside the Board meetings also take place between the Independent Directors and with the Chairperson, and the rest of the Board.
22. Declaration by the Independent Directors:
None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014. All Independent Directors have given the required declaration under Section 149(7) of the Act, confirming that they meet the criteria of independence.
All the Independent Directors of the Company do hereby declare that:
(a) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.
(b) All the Independent Directors in the opinion of the Board are persons of integrity and possesses relevant expertise and experience.
(c) (i) Independent Directors are or were not a Promoter of
the Company or its Holding or subsidiary or associate company.
(ii) Independent Directors are or were not related to
Board of Directors and Senior Management personnel with respective Code of Conduct and (iii) Compliance Certificate from Statutory Auditor regarding compliance with Corporate Governance Provisions is not given herewith.
Company will follow above mentioned provisions as and when become applicable to the Company.
27. Formal Annual Evaluation Process by Board:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual directors pursuant to provisions of the Companies Act, 2013 and Corporate Governance requirements as prescribed by SEBI under Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board Composition and structure, effectiveness of board process, information and functioning etc the performance of the committee was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the structure of the committees, meetings and independency of the Committees etc.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
28. Establishment of vigil mechanism for directors and employees: Company has adopted vigil mechanism called “Whistle Blower Policy”, for directors and employees to report to the management, instances of unethical behavior, fraud or violation of the Company's code of Conduct or ethics policy. The same is available on the website of the Company.
29. Establishment of code of conduct for directors and senior management persons:
To enhance ethical and transparent process in managing the affairs of the Company, Board of Directors have adopted “Code of Conduct for Board of Directors and Senior Management Personnel” as per requirements of the listing Agreement. The same is available on the website of the Company.
30. Disclosure under Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013-Pursuant to Section 22 of the Sexua
Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013, every Company is required to set up an Internal Complaint Committee to look into the complaints relating to sexual harassment at work place of any woman employee. Company has adopted a policy for prevention of Sexual Harassment of Woman at workplace and has designated woman director Mrs. Sonal V. Raja to ensure implementation of the said policy. During the year, Company has not received any complaints and no complaint is pending at the Company's end.
31. Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All members of the Board Directors and the designated employees have confirmed compliance with the Code.
32. Related Party Transactions:
Company has executed Leave and License agreement at arm's length basis with Mr. Nandit V. Raja, Promoter and Mrs. Sonal V. Raja, Promoter Director of the Company for the use of Registered office premises situated at S. G. Highway.
As 10% of the Annual Consolidated Turnover of the Company is less than the total amount of transactions done with Related parties during the year, the said transactions are considered “Material
promoters or directors in the company, its holding, subsidiary or associate company.
(d) Independent Directors have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.
(e) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,
(f) Independent Directors, neither himself, nor any of his relatives,
i. Holds or has held the position of a key managerial personnel or is
or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which he is proposed to be appointed.
ii. Is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial years in which he is proposed to be appointed, of -
(A) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
(B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or Associate company amounting to ten per cent, or more of the gross turnover of such firm;
iii. Holds together with his relatives less than two per cent shares or
total voting power of the company; or
iv. Is a Chief Executive or director, by whatever name called, or any
non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or
(g) Independent Directors possesses such qualifications as
prescribed.
(h) All Independent Directors of the Company has registered
themselves with the databank of Independent Director as per guidelines by Ministry of Corporate Affairs. Considering experience of the Directors, they are exempted from examination process.
23. Details of Fraud as per Auditor's Report:
There is no fraud in the Company during the Financial year ended March 31, 2026. This is also being supported by the report of the Auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31st March, 2026.
24. Board's comment on the Auditors' Report:
There were no qualifications, reservation or adverse remarks made by Auditors in their respective reports. Observations made by the Statutory Auditors in their reports are self- explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Companies Act, 2013.
25. Board policies:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated the formulations of certain policies for all listed companies. All our corporate governance policies are available on the website of the Company at www.sumerugroup.in. The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.
26. Exemption from certain provisions of Corporate Governance: As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Paid up Capital and net worth of the Company as on 31st March, 2026 are less than the prescribed limit and as per exemption rule, our Company is exempted from certain provisions of Corporate Governance. Accordingly (i) Corporate Governance Report, (ii) declaration of CEO/ CFO certifying compliance by
Transactions” as per regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from making disclosures with SEBI/ Stock Exchange regarding Material Transactions done with related party during the year.
However, details of transactions with related parties are given in note 13 of Accounting Policies by Auditors as per Accounting Standard 18. Form No. AOC-2 pursuant to clause (h) of subsection (3) of Section 134 and sub section (1) of Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure-I.
33. Corporate Social Responsibility:
As per Section 135 of the Companies Act, 2013 and Rules of Companies (Corporate Social Responsibility policy), 2014, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee.
As Company does not come under the ambit of above-mentioned provisions, Company has not formed Corporate Social Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule, 2014 regarding disclosure of contents of Corporate Social Responsibility Policy is not applicable to the Company.
34. Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The information requires to be disclosed in the report of the Board of Directors as per the provisions of Section 134(3)(m) of the Companies Act, 2013 and Rule 3 of the Companies (Accounts) Rules, 2014 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company, hence are not given herewith. There were no foreign Exchange earnings or outgo during the year.
35. Dematerialization of securities:
Your Company's Equity shares are admitted in the system of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed triparty Agreement through Registrar and Share Transfer Agent M/s Big share Services Private Limited. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 764 B01029. Total Share dematerialized up to 31st March 2026 were 56303499 which constitute 78.20 % of total capital. Your directors request all the shareholders to dematerialize their shareholding in the Company as early as possible.
As per the SEBI Master circular no. SeBI/HO/ MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024, read with circular no. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/81 dated June 10, 2024 (‘SEBI Circular'), whereby SEBI has mandated furnishing the following information by holders of securities in physical form:
a. PAN linked with Adhaar
b. Choice of nomination
c. KYC details that include i. contact details, ii. bank account details, iii. specimen signature.
The SEBI Circular further mandates that any service request or grievance shall be entertained or any payment, including payment of dividends, shall be made electronically to the security holders holding securities in physical form, only upon furnishing of the Valid PAN and the KYC Details, as mentioned above, against their respective folios.
You are requested to forward the duly filled in Form ISR-1, Form ISR-2 and Form SH-13/Form ISR-3 along with the related proofs mentioned in the respective forms as the earliest.
As per the SEBI Master circular no. SEBI/HO/MIRSD/ POD-1 /P/CiR/2024/37 dated May 07, 2024, while processing service requests in relation to; (i) Issue of duplicate certificate; (ii) Splitting of certificate; (iii) Transmission; and (iv) Transposition shall issue securities only in dematerialized form. For processing any of the aforesaid service requests the securities holder/ claimant shall submit duly filled up Form ISR-4/ISR-5.
Please note that as per the SEBI circular, physical transfer of
securities has been prohibited w.e.f. April 01,2019. Further, SEBI vide its circular dated January 24, 2022, has mandated for the Company to issue securities in demat mode while processing any investor service requests viz. issue of duplicate share certificates, exchange/sub-division/ splitting/consolidation of securities, transmission/ transposition of securities and vide its circulated dated January 25, 2022, that listed entities/ RTAs shall now issue a Letter of Confirmation in lieu of the share certificate while processing any of the aforesaid investor service request.
36. Statutory Auditors:
M/s Nitin K. Shah & Co., a firm of Chartered Accountants (FRN-107140W) was appointed as Statutory Auditor of the Company in the 29th Annual General meeting held on 25th July, 2022 for five financial years i.e. commencing from the conclusion of 29th AGM until the conclusion of the 34th Annual General Meeting of the Company to be held in 2027 on such remuneration as may be agreed upon by the Audit committee/ Board of Directors in consultation with the Auditors
37. Cost Auditors:
As our Company is neither engaged in the production of goods nor providing services as prescribed under Section 148 of the Companies Act, 2013, Company is not required to appoint Cost Auditor.
38. Internal Auditors:
In order to make proper compliance with the provisions of Corporate Governance the Company had appointed M/s. Shailesh Patel & Co., Chartered Accountants as Internal Auditors. They are regularly submitting their reports to the Audit Committee of the Company.
39. Secretarial Auditor and report thereon:
M/s Kamlesh M. Shah, Practicing Company Secretary is appointed as Secretarial Auditor for five (5) financial years i.e., from 20252026 to 2029-2030 in the last 32nd Annual General Meeting as per Section 204 of the Companies Act, 2013 and Secretarial Audit report (Form MR-3) along with Certificate on Non- disqualification of Directors are part of the Board's Report and attached as Annexure-II. The Secretarial Auditor has not made any adverse remarks in their report which may require any further clarification from the Board.
40. Management Discussion and Analysis -
As per the Corporate Governance norms, a separate report on Management Discussion and Analysis outlining the business of the Company is set out as Annexure-III of this report.
41. Audit Trail applicability (Audit and Auditors) Rules, 2014 -Rule 11 of the Companies Act, 2013
The Company has used accounting software for maintaining books of accounts for the financial year ended on March 31,2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.
42. Disclosures as per companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:
Total expenses of Director's Remuneration- Nil Managerial Remuneration Expenses (includes CS and CFO)- Rs. 7,80,000/-
Other employees Remuneration: Rs.3,30,000/-
ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
Directors were not paid any remuneration. There is no increase in remuneration paid to the Company Secretary & CFO in compare with last year.
iii) The percentage increase in the median remuneration of other employees in the financial year is Nil.
iv) The number of permanent employees (including MD, CS and CFO) as on 31st March, 2026 is 4.
v) Average percentile increase made in the salaries of
employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
Managerial Personnel included CS and CFO and employees other than Managerial Personnel got no increase in their salaries during the year.
vi) Affirmation that the remuneration is as per the remuneration policy of the company.
Remuneration of the Employees and KMPs are recommended by Nomination & Remuneration Committee to the Board of Directors within the organization and they follow the Remuneration Policy made by the Company.
43. Registrar & Transfer agent:
The Company has appointed M/s Bigshare Services Private Limited as its Registrar & Transfer agent w.e.f. 3rd June, 2016. Complete details of their name, address, contact details are given below-
Bigshare Services Pvt. Ltd.,Ahmedabad Branch address-Bigshare Services Pvt. Ltd.,
Pinnacle Business Park, Office No- S6-2, ,
Mahakali Caves Road, Next to Ahura Centre,
Andheri (East), Mumbai- 400093.
Tel No- 022-6263 8200
Ahmedabad Branch address-
303, Sun Square Complex , off C. G, Road,
Navrangpura, Near Girish Cold Drinks,
Ahmedabad-380009.
Tel No.- 079-49196459
Email- bssahd@bigshareonline.com
Website- www.bigshareonline.com
44. Cautionary Statement
Statements in this Directors' Report and Management Discussion and Analysis Report describing the Company's objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
45. Appreciation:
Your directors wish to place on record their gratitude and sincere appreciation for the assistance, trust and co-operation received from the shareholders, Bankers, Government authorities and clients during the year under review.
Your Directors would like to express profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued performance on all fronts.
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