Your Directors are pleased to present the 32nd Annual Report together with Audited Financial Statements for the financial year ended March 31, 2026.
FINANCIAL RESULTS
The Company's financial performance, for the year ended March 31, 2026 is summarized below:
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2025-26 (Current year)
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2024-25 (Previous Year)
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Revenue from Operations
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23967.74
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20783.87
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Other Income
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379.04
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66.91
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Total Income
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24346.78
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20850.78
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Profit Before Depreciation, Amortization, Finance Costs and Tax
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4425.10
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3197.74
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Depreciation and amortization expense
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960.38
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877.28
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Finance Costs
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105.01
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136.66
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Profit before tax
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3359.71
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2183.80
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Tax Expenses:
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(i) Current Tax
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0.00
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0.00
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(ii) Deferred tax
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891.36
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(2950.77)
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(iii) Short / (Excess) provision of IT of earlier years
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(7.88)
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0.00
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Profit for the year
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2476.23
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5134.57
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OPERATIONAL REVIEW
Your Company's total revenue from operations during the year under review was ? 239.68 Crore as compared to ? 207.84 Crore of previous year which shows an increase of 15.32% over the previous year figure. The other income was ? 3.79 Crore during the year under review. The EBIDTA of the Company during the year was ? 44.25 Crore as compared to ? 31.98 Crore of previous year which shows an increase of 38.37% over the previous year figure. Profit before Tax increased to ? 33.60 Crore from ? 21.84 Crore over the previous year. Profit after Tax stood at ? 24.76 Crore. The key factors contributing to the Company's improved performance during the year include exceptional improvement in our footprint in export market as well as robust order book of domestic market even after capacity addition.
BUSINESS PERFORMANCE
The packaging industry continues its robust growth trajectory, driven by e-commerce expansion, rising FMCG demand, urbanization, and increasing consumer preference for convenient and sustainable packaging. The sector is converging with global standards, with organized players
gaining prominence. Key drivers include growth in food & beverages, pharmaceuticals, personal care, and white goods. Sustainability remains a major theme, with emphasis on recyclable and eco-friendly materials. Supported by consumer trends, innovation, and government policies, the India Packaging Market is set for ongoing expansion, playing a crucial role in the nation's manufacturing and retail landscapes.
Your Company has demonstrated improved performance in terms of revenue during FY 2025-26, registering a growth of 15.32% over the previous year. The Company is engaged in the manufacturing of packaging materials comprising Multilayer Laminated Tubes, Tube Laminates and Flexible Laminates. Among these, Laminated Tubes continue to be the Company's major product, catering primarily to the oral care, pharmaceutical, cosmetic and FMCG sectors for packaging products in paste and gel forms. During the year under review, the Company witnessed strong performance in its Laminated Tubes and Laminates business, driven by healthy demand from both domestic and export markets. The Company's performance was further supported by improved capacity utilization, a greater focus on value-added products, enhanced operational efficiencies and sustained customer relationships, all of which contributed significantly to its growth and profitability. Your Directors remain optimistic about the Company's long-term growth prospects and expect further improvement in performance in the years ahead.
During the year under review, your Company successfully underwent recertification audits conducted by independent external certification agencies. Pursuant to these audits, the Company has been re-certified for ISO 9001:2015 (Quality Management System) and has also obtained certification for ISO 15378:2017, which specifies the requirements for primary packaging materials for medicinal products with reference to Good Manufacturing Practice (GMP). These certifications reaffirm the Company's continued commitment to maintaining robust quality management systems and upholding high standards in its manufacturing processes.
DIVIDEND
During the year under review, the Board of Directors has considered not to recommend any dividend on equity shares for the Financial Year 2025-26 with a view to conserve the resources for the future growth of the Company and also considering the accumulated loss incurred in the earlier years. Consequently, no amount has been transferred to reserves for the year under review.
SHARE CAPITAL
The paid up equity share capital of the Company as at March 31, 2026 was ? 6,673.40 lakhs comprising 133468005 equity shares of the face value of ? 5 each, fully paid up. During the year under review, the Company has not issued any shares with differential voting rights as to dividend, voting or otherwise nor has granted any stock options or sweat equity. As on March 31, 2026, none of the Directors of the Company hold any instruments convertible into Equity shares of the Company.
HOLDING & SUBSIDIARY COMPANIES
As on March 31, 2026, Nirma Chemical Works Private Limited is continued to be the holding company. The Company has one wholly owned subsidiary (WOS), Shree Rama (Mauritius) Limited. The WOS became defunct since 2005 under the respective law. There are no associate
companies or joint venture companies within the meaning of Section 2(6) of the Companies Act 2013.
DEPOSITS
The Company does not have “Deposits” as contemplated under Chapter V of the Companies Act, 2013. Further, the Company has not invited or accepted any such deposits during the year and there is no outstanding balance as on March 31, 2026.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2026 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://srmtl.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Smt. Vandana C. Patel, Director (DIN: 07010646) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.
During the year under review, the Board of Directors of the Company based on the recommendation of Nomination & Remuneration Committee, appointed Shri Anuj J. Desai (DIN: 11044101) as an Independent Director of the Company for a term of 5 (five) consecutive years, effective from April 30, 2025 to April 29, 2030 (both dates inclusive) and re-designated Shri Mittal K. Patel (DIN: 03619139) as Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years, effective from April 30, 2025 to April 29, 2030 (both dates inclusive), subject to the approval of the members of the Company. The members of the Company by way of postal ballot have approved the said appointments on June 18, 2025.
Shri Shalin S. Patel (DIN: 01779902) ceased as Non-Executive Independent Director of the company with effect from February 8, 2026 due to completion of second term of Five years as Independent Director. The Board placed on its record appreciation for his contribution, expert advice and support given to the Board in taking the decisions for the businesses during his tenure.
The Board of Directors of the Company based on the recommendation of Nomination & Remuneration Committee, appointed Shri Shalin S. Patel (DIN: 01779902) as a Non-Executive, Non-Independent Director liable to retire by rotation with effect from February 8, 2026, subject to approval of the members of the Company, in order to continue to benefit from his extensive experience and business expertise. The members of the Company by way of postal ballot have approved the said appointments on March 21, 2026.
Your Company has received declarations from the Independent Directors confirming that they meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 & the Companies (Appointment and Qualification of Directors) Rules, 2014 and under Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an Independent Director during the year.
None of the Non-Executive Directors of the Company had pecuniary relationship or transactions with the Company (except sitting fees for attending Board and Committee Meetings) during the year under review.
Pursuant to Section 203 of the Companies Act, 2013, the whole-time Key Managerial Personnel of the Company as on March 31, 2026 are as under:
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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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Shri Shailesh K. Desai
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Managing Director
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2
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Shri Hemal R. Shah
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Whole-Time Director
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3
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Mr. Krunal G. Shah
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Chief Financial Officer
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4
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Mr. Mirtunjay S. Mishra
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Company Secretary
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NUMBER OF MEETINGS OF THE BOARD
During the Financial Year ended on March 31, 2026, the Board met Six times, the details of Board Meetings and attendance of Directors are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive meetings of Board was not more than one hundred and twenty days.
COMMITTEES OF BOARD
The Company has following Committees of the Board as on March 31, 2026 pursuant to applicable provisions of the Companies Act, 2013 and rules made there under as well as in compliance with SEBI (LODR) Regulations, 2015:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders Relationship Committee
The details of composition, meetings and attendance of members of committees held during the year are given in the Corporate Governance Report that forms part of this Annual Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and as per the corporate governance requirements as prescribed under SEBI (LODR) Regulations, 2015, the Board of Directors had carried out the performance evaluation of working of the Board Committees as well as evaluation of Independent Directors and assessment of their independence criteria and their independence from the management. The Board of Directors also reviewed the criteria for the purpose of evaluation of performance of Independent Directors of the Company as well as Committee of Board of Directors of the Company. The Independent Director met on February 20, 2026, without the attendance of Non-Independent Director and members of the management. The Independent Director reviewed the performance of non-independent directors, Board as a whole and the performance of the Chairperson of the Company taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Nomination and Remuneration Committee of the Company had also carried out performance evaluation of every Director's performance. A structured questionnaire was prepared after taking into consideration the various aspects of evaluation. The Board of Directors expressed its satisfaction with the evaluation process.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them state that:
a) in the preparation of the annual accounts for the year ended on March 31, 2026, the applicable accounting standards have been followed, along with proper explanation relating to material departures;
b) 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 for the year ended on March 31, 2026 and of the profit of the Company for that period.
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis; and
e) 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
f) 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.
RELATED PARTY TRANSANCTIONS
All transactions entered with related parties for the year under review were on arm's length basis and in the ordinary course of business of the Company and there were no material contracts or arrangement or transactions entered into, in terms of Section 188 of the Companies Act, 2013 and accordingly, the disclosure of related party transactions as per Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not required to be provided. Further, the disclosures in compliance with Para A of Schedule V of Regulation 34(3) of SEBI (LODR) Regulations, 2015 is provided in the notes to the accounts. The related party transactions as required to be disclosed under Indian Accounting Standards (Ind-AS 24) are set out in the notes to the financial statements.
The Audit Committee had given prior omnibus approval for the related party transactions which were of repetitive nature and/or entered in the ordinary course of business and on arm's length basis and a statement giving details of all related party transactions were placed before the Audit Committee and the Board for review and noting on a quarterly basis.
The policy on Related Party Transactions has been uploaded on the website of the Company viz. www.srmtl.com. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
During the year 2025-26, the Company has not given any loans or provided guarantee or security in connection with a loan to other body corporate or person or made investments as contemplated under the provisions of Section 186 of the Companies Act, 2013, hence the details are not provided.
POLICIES
The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at viz. www.srmtl.com.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company's internal control system is commensurate with its size, scale and complexities of its operations. Your Company has an effective internal control and risk-mitigation system which are constantly reviewed, assessed and strengthened with new/ revised standard operating procedures considering the existing system and future planning as envisaged. The internal audit is entrusted to M/s Ramesh C. Sharma & Co., Chartered Accountants and the scope of the internal audit are reviewed and revised as required to assess the risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.
The Audit Committee, Statutory Auditors and the business heads are quarterly apprised of the internal audit findings and the corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. The significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. In order to maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The statement showing particulars with respect to the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 as amended from time to time is annexed herewith as “Annexure A” as a part to this Report.
PARTICULARS OF MANAGERIAL REMUNERATION AND EMPLOYEES
The Company has continued to maintain harmonious and cordial relations with its officers, supervisors and workers enabling the Company to maintain the pace of growth. Training is imparted to employees at all levels and covers both technical and behavioral aspects.
The details of Managerial Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B” as a part to this Report.
The statement containing particulars of employees, as required under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. However, in terms of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the aforesaid statement. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has, on recommendation of the Nomination and Remuneration Committee, framed a Nomination and Remuneration Policy pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the Rules made thereunder as well as SEBI (LODR) Regulations, 2015. The policy has been placed on the website of the Company viz. www.srmtl.com. The salient features of the said policy are stated in the Corporate Governance Report that forms part of this report.
AUDITOR & AUDITOR'S REPORT STATUTORY AUDITOR
Pursuant to Section 139 of the Companies Act, 2013 and the applicable rules, M/s. Mahendra N. Shah & Co. (FRN: 105775W), Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of the Twenty-Eighth Annual General Meeting (AGM) until the conclusion of the Thirty-Third AGM. The Company has received a confirmation from the said firm that their appointment is within the prescribed limits under Section 141 of the Act and that they are not disqualified for such appointment. During the year under review, there were no instances of fraud reported by the auditors under Section 143(12) of the Companies Act, 2013 and its rules made thereunder.
SECRETARIAL AUDITOR
Pursuant to the provisions of Regulation 24A of SEBI (LODR) Regulations, 2015and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members of the Company approved the appointment of M/s. Chirag Shah & Associates, Company Secretaries in practice, (Peer Review Number 6543/2025) as Secretarial Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on September 6, 2025 to hold office for five years commencing from the FY 2025-26 till the FY 2029-30.
Accordingly, M/s. Chirag Shah & Associates, Practicing Company Secretaries has undertaken the Secretarial Audit of the Company for the FY 2025-26. The Secretarial Audit Report is annexed as Annexure C to this Report. Additionally, M/s. Chirag Shah & Associates carried out the Annual
Secretarial Compliance Audit pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 for the same period, and no observations were made therein.
COMMENTS ON AUDITOR'S REPORT
Both, Statutory Auditor and Secretarial Auditor have made similar observation in their Audit Report during the year under review. In response to that, the Board hereby comments as under:
1. Regarding Non consolidation of accounts of Shree Rama Mauritius Limited (WOS):
The Company had made an investment in Shree Rama (Mauritius) Limited in 2002 and became Wholly-Owned Subsidiary (WOS). In the year 2005-06, all resident directors & key managerial personnel of the said WOS had resigned and audited accounts for the year ended 30th September 2003 and onwards could not be prepared and provided to the Company. The WOS became defunct since 2005 under the respective law and its present status is also shown as 'defunct'. Consequently, the Company is providing for diminution in the value of investments made in WOS.
In view of the above and non-availability of financial information of WOS since 2003 it was not possible to prepare consolidated financial statements as required by Ind AS 110 issued by ICAI and other provisions of the Companies Act, 2013.
The Company is in correspondence with its Authorized Dealer (AD) Bank for regularization of past Overseas Direct Investment (ODI) compliances and for obtaining the requisite approvals in accordance with the applicable Foreign Exchange Management Act, 1999, the rules and regulations made thereunder, for disinvestment/write-off of its investment in the defunct Wholly- Owned Subsidiary. The Company has provided the requisite information and clarifications as sought by the AD Bank in this connection.
COST AUDITOR
As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained relating to the product group 'Plastics and Polymers' during the year under review. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s Maulin Shah & Associates, Cost Accountants, (Firm Registration Number 101527) as Cost Auditor to audit the cost records of the Company for the Financial Year 2026-27. As required under the Act, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company falls under the criteria of Section 135 of the Companies Act, 2013 read with the rules made thereunder hence is required to constitute CSR Committee and comply the requirements thereunder as prescribed. As per the aforesaid section, the Company is required to spend ? 24,95,807.83 /- towards CSR activities as per CSR Policy during the FY 2025-26. Since the amount to be spent is less than ? 50 lakhs, the Company is not required to constitute CSR
Committee and the functions of such committee shall be discharged by the Board of Directors of the Company. The CSR policy is available on the website of your Company at www.srmtl.com
The relevant information required to be given under Section 135 of the Companies Act 2013 is attached in form of Annual Report on CSR activities as “Annexure D” to this report.
Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2025-26 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on operations of the Company as required under Regulation 34(3) read with Para B of Schedule V of SEBI (LODR) Regulations, 2015, is provided in a separate section and forms an integral part of this Annual Report.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under Regulation 34(3) read with Para B of Schedule V of SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of corporate governance is attached to this report on Corporate Governance.
INSURANCE
The assets of the Company are adequately insured to take care of any unforeseen circumstances.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
RISK MANAGEMENT
The risk is the part and partial of every business and the risk management is embedded in your Company's operating framework. Even though it is not possible to completely eliminate various risks associated with the business of the Company, the efforts are made to minimize the impact of such risks on the operations of the Company. The Company has established a well-defined process of risk management which includes identification, analysis and assessment of various risks, measurement of probable impact of such risks, formulation of the risk mitigation strategies and implementation of the same so as to minimize the impact of such risks on the operations of the Company. The Company has put in place various internal controls for different activities so as to minimize the impact of various risks. The Company's approach to addressing the business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board of Directors for its effectiveness and compliances.
The discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Report.
VIGIL MECHANISM
Pursuant to Section 177(9) of the Companies Act, 2013, the Company has in place Vigil Mechanism and also adopted Whistle Blower Policy as part of it under SEBI LODR and SEBI (Prohibition of Insider Trading) Regulations, 2015 available on the Company's website, to provide a formal mechanism to the Directors' and employees to report their genuine concerns or grievances about unethical behavior, serious misconduct or wrongful activities and fraud and instances of leak of unpublished price sensitive information. The vigil mechanism provides adequate safeguards against victimization and multiple channels for reporting concerns including an option for escalations, if any, to the Chairperson of the Audit Committee of the Company. No complaint was reported under said mechanism during the financial year 2025-26.The Vigil Mechanism Policy has been hosted on the website of the Company i.e. www.srmtl.com.
CODE OF CONDUCT
The Board of Directors has adopted the Code of Conduct for the Directors and Senior Management and the same has been placed on the Company's website. All the Board members and the senior management have affirmed compliance with the Code of conduct for the year under review.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2), Secretarial Standard on Dividend (SS-3) Secretarial Standard on Report of the Board of Directors (SS-4) respectively issued by Institute of Company Secretaries of India.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. During FY 2025-26, the Company has not received any complaint on sexual harassment of women at work place.
OTHER DISCLOSURES
During the year under review:
> no significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
> no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016
> there were no instances of onetime settlement with any Banks or Financial Institutions.
> there has been no change in the nature of business of the Company.
> the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961
APPRECIATION
Your Directors place on record their sincere appreciation for the continued co-operation and support extended to the Company by Government, Lenders and all stakeholders. Your Directors also thank the Consumers for their patronage to the Company's products. Your Directors also place on record sincere appreciation of the continued hard work put in by the employees at all levels.
For, Shree Rama Multi-Tech Limited
Mittal K. Patel
Place: Moti-Bhoyan Chairman
Date: May 9, 2026 (DIN: 03619139)
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