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Jayaswal Neco Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 9506.07 Cr. P/BV 3.13 Book Value (Rs.) 31.26
52 Week High/Low (Rs.) 117/57 FV/ML 10/1 P/E(X) 20.53
Bookclosure 28/09/2024 EPS (Rs.) 4.77 Div Yield (%) 0.00
Year End :2026-03 

Your Directors are pleased to present this Board Report, highlighting our financial performance, major developments and other
statutory information of the financial year 2025-26, as per the provisions of Section 134 of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015 (“Listing Regulations").

1. Financial Results:

The summarised financial results for the year vis-a-vis the previous year are as follows:

Particulars

31.03.2026

31.03.2025

Revenue from Operations

7,131.82

5,999.73

Other Income

13.13

12.63

Total Income

7,144.95

6,012.36

Operating Expenses

5,804.28

5,060.04

EBIDTA

1,340.67

952.32

Finance Costs

426.22

562.38

Depreciation and Amortisation Expenses

300.96

286.74

Exceptional Items

10.04

-

Profit/(Loss) before tax

603.45

103.20

Tax Expenses/(Income)

140.34

(9.48)

Profit/(Loss) after Tax carried to Balance Sheet

463.11

112.68

During the financial year 2025-26, your Company
achieved total revenue from operations of H 7,131.82
crore as compared to revenue from operations of
H 5,999.73 crore in the previous financial year ended
31st March, 2025 which is significantly higher by 18.87%.
The earnings before interest, depreciation, exceptional
items and tax (EBIDTA) for the current year is H 1,340.67
crore as against H 952.32 crore in the previous year,
representing a robust increase of 40.78%. The Profit after
tax for the current year is H 463.11 crore as compared to
H 112.68 crore in the previous financial year registering
a substantial increase of 311.00%. The operational
performance of the Company and other business
details have been comprehensively covered in the
Management Discussion and Analysis Report.

2. Transfer to Reserves:

Your Company has not transferred any amount to the
Reserves for the financial year ended 31st March, 2026
and has carried the Profit after tax of H 463.11 crore to
Retained Earnings under “Other Equity" Heading.

3. Dividend:

In order to meet the important cost reduction and value
addition capital expenditure requirement of the Company,

to comply with its Non-Convertible Debentures (NCD)
covenants and in view of some brought forward losses,
the Board of Directors of the Company deemed it prudent
not to recommend any dividend for the financial year
ended on 31st March, 2026.

The Board of Directors of the Company had approved
a Dividend Distribution Policy on 30th June, 2021 in
accordance with the Listing Regulations. The Policy
is available on the Company's website at
https://
www.necoindia.com/wp-content/uploads/2025/02/
Dividend-Distribution-Policy.pdf.

I n terms of the Policy, equity shareholders of the
Company may expect dividend if the Company has
surplus funds and after taking into consideration the
relevant internal and external factors enumerated in the
Policy for declaration of dividend.

4. Change in Nature of Business
of Company:

Your Company primarily is in the business of manufacturing
of alloy steels - wire rods, bars, bright bars along with steel
billets, pig iron/skull, sponge iron, pellets and iron & steel
castings. There is no change in the nature of business of
your Company during the year.

5. Management Discussion and Analysis:

The Management Discussion and Analysis Report for
the year, as stipulated under the Listing Regulations
is presented in a separate section forming part of this
Annual Report.

6. Material Changes and Commitments
Affecting the Financial Position of
the Company Subsequent to the Close
of the Financial year Till the Date of
this Report:

No material changes and commitments have occurred
subsequent to the close of the financial year till the date
of this Report which may affect the financial position of
the Company.

7. External Credit Rating:

The India Ratings and Research Private Limited vide its
Press Release dated 5th February, 2026 has reaffirmed
Long Term Issuer Rating of “IND BBB " (Investment
Grade) with “Stable" Outlook" to the Company. Further,
India Ratings and Research Private Limited has assigned
short term rating of bank loan facilities of Rating of “IND
BBB and A2" respectively (Investment Grade) with
“Stable" Outlook" to the Company.

8. Directors and Key Managerial
Personnel:

During the financial year 2025-26, following were the
changes in the Board of Directors and Key Managerial
Personnels (KMPs) of the Company:

i) Shri Arvind Jayaswal (DIN: 00249864) was
re-appointed as Chairman and Whole Time
Director of the Company for the term of 3 (Three)
years w.e.f. 1st January, 2026.

ii) Shri Ramesh Jayaswal (DIN: 00249947) was
re-appointed as Managing Director of the
Company for the term of 3 (Three) years w.e.f.
1st January, 2026.

iii) Shri Anand Jayaswal (DIN: 00192612) was
appointed as a Non-Executive Director of the
Company w.e.f. 1st January, 2026.

iv) Shri Avneesh Jayaswal was appointed as a Key
Managerial Personnel (KMP) of the Company w.e.f.
25th April, 2025.

v) Shri Avneesh Jayaswal (DIN: 01227404) was
appointed as a Whole Time Director designated as
an Executive Director of the Company for the term
of 3 (Three) years w.e.f. 1st January, 2026.

In accordance with the provisions of Section 152(6)
of the Companies Act, 2013 and the Articles of
Association of the Company, Shri Arvind Jayaswal
(DIN: 00249864), Chairman & Whole-time Director
and Shri Ramesh Jayaswal (DIN: 00249947),
Managing Director of the Company are liable to
retire by rotation at the ensuing Annual General
Meeting and being eligible have offered themselves
for re-appointments.

The necessary resolutions seeking approval of
the Members for re-appointments of Shri Arvind
Jayaswal and Shri Ramesh Jayaswal along with
their brief profiles and other related information
forms part of the Notice convening the ensuing
Annual General Meeting.

The Company has received declarations from all
the Independent Directors of the Company
confirming that they meet the criteria of
independence as prescribed both under Section
149 (6) of the Companies Act, 2013 and Regulation
16(b) of Listing Regulations.

In the opinion of the Board, all the Independent
Directors are persons of high repute, integrity and
possess the relevant expertise and experience in
their respective fields.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies

Act, 2013, during the financial year the Company had

following whole-time Key Managerial Personnel:

i) Shri Arvind Jayaswal (DIN: 00249864), Chairman &
Whole-time Director;

ii) Shri Ramesh Jayaswal (DIN: 00249947),
Managing Director;

iii) Shri Avneesh Jayaswal (DIN: 01227404),
Executive Director;

iv) Shri Sangram K. Swain (DIN: 10368704),
Executive Director;

v) Shri Kapil Shroff, Chief Financial Officer;

vi) Shri Ashish Srivastava, Company Secretary &
Compliance Officer.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013
and Listing Regulations, the Board carried out an annual
evaluation of its own performance, Board Committees,
individual Directors including the Independent
Directors and the Chairman of the Company on the
basis of the criteria of Board Evaluation devised by the
Company with the aim to improve the effectiveness of
the Board and the Committees.

The performance evaluation of the Board and its
Committees focused on various factors, including their
functions, responsibilities, competencies, strategy,
risk identification and control, diversity and nature
of the business. A comprehensive questionnaire
was circulated to Board Members, covering multiple
aspects of the Board's functioning, culture, execution
of duties, professional obligations and governance. The
questionnaire aimed to assess Directors' knowledge,
independence in decision-making, involvement in
business planning, constructive engagement with
colleagues and understanding of the Company's
environment and its risk profile. Additionally, the
Chairman of the Board and/or Executive Directors
was evaluated based on leadership, co-ordination and
steering skills.

During the year, formal evaluation of performance of
Directors including Independent Directors, the Board
and its Committees was made by the Independent
Directors and the Nomination and Remuneration
Committee in their respective meetings and the
evaluation result was placed before the Board for its
information and consideration.

The appointment/re-appointment/continuation of
Directors on the Board is based on the outcome of
evaluation process.

Remuneration Policy

Pursuant to Section 178(3) of the Companies Act,
2013, the Nomination and Remuneration Committee
has framed and the Board of Directors has approved
a Policy on Director's appointment and remuneration,
including, criteria for determining qualifications,
positive attributes, independence of a Director and
other matters. The extract of the said Policy is covered
in Corporate Governance Report which forms part of this
Annual Report.

Meetings

During the year 7 (Seven) Board Meetings and 5 (Five)
Audit Committee Meetings were convened and held, the
details of which are given in the Corporate Governance
Report. The intervening gap between the Meetings was
within the period prescribed under the Companies Act,
2013/Listing Regulations.

Related Party Transactions

During the year, all related party transactions that were
entered, were on an arm's length basis and in the ordinary
course of business. There were no materially significant
related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnels or
other designated persons which may have a potential
conflict with the interest of the Company at large.

Pursuant to the provision of Regulation 23 of Listing
Regulations, all related party transactions are placed
before the Audit Committee for approval. Prior omnibus
approval of the Audit Committee has been obtained
for transactions which are foreseen and repetitive in
nature. A statement providing details of all related party
transactions is presented to the Audit Committee and the
Board of Directors on a quarterly basis.

The Policy on Related Party Transactions duly
approved by the Board on the recommendation of the
Audit Committee has been posted on the Company's
website and can be accessed at the link:
https://www.
necoindia.com/wp-content/uploads/2025/02/g.-
Policv-on-Related-Partv-Transactions-Last-Updated-
on-23.01.2025.pdf.

9. Corporate Social Responsibility:

As part of its initiatives under “Corporate Social
Responsibility” (CSR), the Company has undertaken
projects and programmes in the areas such as Healthcare,
Sanitation, Provision of Safe Drinking Water, Mitigate
malnutrition, Promotion of Education and Imparting
Training, Women Empowerment, Promotion of Traditional
Art and Culture, Community Welfare, Environmental
Sustainability, Development of Rural Sports, Programmes
and Training for development and upliftment of rural masses
especially women, youths and girls and Development of
Infrastructural facilities in rural areas.

The Company's CSR Policy is available on the website of
the Company and it is available at
https://www.necoindia.
com/wp-content/uploads/2025/02/Corporate-Social-
Responsiblity-Policy-1.pdf.

During the financial year 2025-26, the minimum
prescribed CSR expenditure (i.e. Two percent of
average net profit of the Company as per Sub-Section
(5) of Section 135 of the Companies Act, 2013) of the
Company was H 484.32 Lakhs. Further, amount of
H 117.70 Lakhs was available as set-off from excess
spent of previous year. Against that the total spent on
the CSR activities during the financial year 2025-26 was
H 1,158.80 Lakhs and the Board of Directors has approved
set-off of excess amount spent of H 792.18 Lakhs against
the CSR requirement up to immediate succeeding three
financial years.

The Annual Report on CSR activities is attached as
"Annexure- A” and forms part of this report.

10. Energy Conservation, Technology
Absorption and Foreign Exchange
Earnings and Outgo:

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, is attached as
"Annexure- B” and forms
part of this report.

11. Subsidiary Company and Associate
Company:

During the year, the Company did not have any
Subsidiary Company. Further, Statement in respect of
Maa Usha Urja Private Limited, an Associate Company
under Section 129 of the Companies Act, 2013, read with
Rule 5 of the Companies (Accounts) Rules, 2014 in Form
AOC-1, is attached as
"Annexure- C” and forms part of
this report.

The Company has formulated a Policy for Determining
‘Material Subsidiary' in terms of Regulation 16(1)(c) of the
Listing Regulations and the said Policy has been posted
on the website of the Company and is available at:
https://
www.necoindia.com/wp-content/uploads/2025/02/
Policy-for-Determining-Material-Subsidiaries-Last-
Updated-on-23.01.2025.pdf.

12. Particulars of Loans, Guarantees or
Investments:

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

13. Corporate Governance Report:

The Report on Corporate Governance as stipulated
under Regulation 34(3) read with Schedule V of the
Listing Regulations, along with the requisite certificate
from the Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance
is appended and forms part of this Annual report.

14. Risk Management:

In terms of the Regulation 21 of the Listing Regulations,
the Board of Directors had constituted Risk Management
Committee to assist the Board with regard to the
identification, evaluation and mitigation of strategic,
operational, external environment, cyber security
and other risks, in fulfilling its corporate governance
oversight responsibilities and to develop policy for
actions associated to mitigate the risks. The Committee
is responsible for reviewing the Risk Management Plan

and ensuring its effectiveness through Action Taken
Reports. The major risks identified by the businesses
are systematically addressed through mitigating actions
on a continuous basis. The Risk Management Policy of
the Company is available on the website of the Company
at the link:
https://www.necoindia.com/wp-content/
uploads/2025/02/Risk-Management-Policy.pdf.

15. Vigil Mechanism/Whistle-Blower Policy:

The Company has established a Vigil Mechanism/
Whistle-Blower Policy that enables the Directors
and Employees to report genuine concerns. The Vigil
Mechanism provides for (a) adequate safeguards
against victimisation of persons who use the Vigil
Mechanism; and (b) direct access to the Chairperson
of the Audit Committee of the Company in appropriate
or exceptional cases. Details of the Vigil Mechanism/
Whistle-Blower Policy are made available on the website
of the Company at:
https://www.necoindia.com/wp-
content/uploads/2025/02/Vigil-Mechanism-Whistle-
Blower-Policy-1.pdf and have also been provided in
the Corporate Governance Report forming part of this
Annual Report.

16. Directors Responsibility Statement:

As required under Section 134 (3) (c) of the Companies
Act, 2013, your Directors confirm and state:

(a) that in the preparation of the annual financial
statements for the year ended 31st March, 2026,
the applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

(b) that such accounting policies as mentioned in Note
1 of the Notes to the Financial Statements have been
selected and applied consistently and judgements
and estimates have been made that are reasonable
and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31st March,
2026 and of the profit and loss of the Company for
the year ended on that date;

(c) that proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

(d) that the annual financial statements have been
prepared on a going concern basis;

(e) that proper internal financial controls have been
in place and that the internal financial controls are
adequate and have been operating effectively;

(f) that systems to ensure compliance with the
provisions of all applicable laws have been in place
and are adequate and operating effectively.

17. Internal Financial Control Systems:

The Company has formulated its SOPs & Policies
related to Internal Financial Control over Financial
Reporting. There are sufficient controls, checks and
balances established for all the material transactions.
The Company has also fixed process flows for all the
transactions. The Company has also designed strong
Management Information System (MIS) for proactive
controls and monitoring.

The Company has in place adequate internal financial
controls with reference to Financial Statements. During
the year, such controls were operating effectively.

18. Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a)
of the Companies Act, 2013 (the “Act”), copies of the
Annual Returns of the Company prepared in accordance
with Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules,
2014 are placed on the website of the Company and is
accessible at
https://www.necoindia.com/investors/
annual-returns/.

19. Statutory Auditors and their Report:

The Statutory Auditors M/s. Chaturvedi & Shah LLP,
Chartered Accountants, Mumbai hold office for the
period of 5 years from the Annual General Meeting
(AGM) held on 30th December, 2021. Their present term
will be completed on conclusion of the ensuing Annual
General Meeting.

The Board has recommended the re-appointment of
M/s. Chaturvedi & Shah LLP, Chartered Accountants,
Mumbai, as Statutory Auditors of the Company, for the
period of five years commencing from the date of the
ensuing Annual General Meeting.

The Company has received a consent/certificate from
M/s. Chaturvedi & Shah LLP to the effect that their
appointment, if made, would be within the prescribed
limits under Section 141 of the Companies Act, 2013 and
that they are not disqualified from being appointed as
the Statutory Auditors of the Company.

The Auditors Report on the financial statements of the
Company for the year ended 31st March, 2026 is self¬
explanatory and with unmodified opinion.

The Statutory Auditors Report for the financial year
2025-26 does not contain any qualification, reservation,
or adverse remark. However, the Statutory Auditors have
placed emphasis on certain matters in the audit report
related to the attachment of properties of the Company.
These matters are self-explanatory and have been
adequately disclosed in Note no. 2.07 of the financial
statements. The Report is enclosed with the financial
statements in this Annual Report.

20. Cost Auditor:

I n accordance with Section 148 of the Companies
Act, 2013, the Company maintains cost records as
required and a Cost Accountant conducts an audit of
these records.

The Board of Directors of the Company on the
recommendation of the Audit Committee, has
re-appointed M/s. Manisha & Associates, Cost
Accountants, Nagpur (FRN. 000321), as the Cost
Auditors of the Company, to conduct the audit of the
Cost Accounting records for the financial year 2026-27
on the remuneration of H1,75,000/- (Rupees One Lakhs
Seventy-Five Thousand Only) for Cost Audit and
H 9,000/-
(Rupees Nine Thousand Only) for XBRL documents
preparation plus applicable taxes and reimbursement
of out-of-pocket expenses at actuals.

As required under Section 148 (3) of the Companies
Act, 2013 read with Rule 14 of the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable to
the Cost Auditors is to be ratified by the Shareholders.
Therefore, the Board of Directors recommend the
remuneration payable to M/s. Manisha & Associates,
Cost Auditors for the financial year 2026-27 for the
ratification by the Members at the ensuing Annual
General Meeting.

21. Secretarial Auditor and their Report:

In accordance with Section 204 of the Companies Act,
2013 read with the Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company is required to submit along with its
Board's Report, a Secretarial Audit Report, given in the
prescribed form, by a Company Secretary in Practice.

In terms of the Regulation 24A of the Listing Regulations,
M/s. R. A. Daga and Co., Company Secretaries, Nagpur
(FCS No.: 5522 C. P. No.: 5073) was appointed as
Secretarial Auditor of the Company at the Annual General
Meeting held on 10th September, 2025, to conduct the
Secretarial Audit of the Company for the period of 5 years
i.e. commencing from FY 2025-26 till FY 2029-2030.

The Secretarial Audit Report for the financial year
ended 31st March, 2026 in Form MR-3 is attached as
“Annexure- D” and forms part of this Report. The
Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

22. Reporting of Fraud by Auditors:

The Statutory Auditors, Cost Auditors and Secretarial
Auditors have not reported any instances of frauds,
committed in the Company by its officers or employees,
to the Audit Committee under Section 143(12) of the
Companies Act, 2013, the details of which need to be
mentioned in this Report.

23. Particulars of Employees:

The information required pursuant to Section 197(12)
of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended in
respect of employees of the Company forming part of
Boards' Report is given in
“Annexure- E” to this Report.

24. Significant and Material Orders
Passed by the Regulators or Courts
or Tribunals:

No significant or material orders were passed by the
Regulators or Courts or Tribunal which impact the going
concern status and Company's operations in future.

25. Details of Application Made or any
Proceeding Pending Under the
Insolvency and Bankruptcy Code, 2016:

There was no application made or proceeding pending
against the Company under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year
under review.

26. Business Responsibility and
Sustainability Report:

As per the Regulation 34(2)(f) of the Listing Regulations
and the National Guidelines on Responsible Business
Conduct (NGRBC) issued by the Ministry of Corporate
Affairs, Government of India, the top one thousand listed
companies (by market capitalisation) are required to
prepare and present a Business Responsibility and
Sustainability Report (BRSR) to the stakeholders. This
Report enable the shareholders to have an insight into
environmental, social and governance initiative of
the Company.

The BRSR requires listed entities to disclose their
performance against the nine principles of the NGBRC,

with reporting divided into essential and leadership
indicators. Essential indicators are mandatory to report,
while reporting leadership indicators is voluntary. Your
Company has reported entirely on essential indicators
and to a certain extent on leadership indicators.

The BRSR describing the initiatives taken by the
Company from an environmental, social and governance
perspective, in the format as specified by the Securities
and Exchange Board of India, forms a part of this report.

27. Disclosure Under the Sexual

Harassment of Women at Workplace
(Prevention, Prohibition and
Redressal) Act, 2013:

As per the provisions of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH), the Company has placed
adequate mechanism to provide safe and congenial
working environment to all the female employees.

The Company has constituted location wise Internal
Complaints Committees (ICC) to redress the complaints
of female workers. The ICCs are composed of internal
members and an external member who has extensive
experience in the field. During the year, no cases have
been filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

The details as per Sub-rule (5) of Rule 8 of Companies
(Accounts) Rules, 2014, are as under:

Sr.

No.

Particular

(a)

Number of complaints of sexual
harassment received in the year

Nil

(b)

Number of complaints disposed off
during the year

N.A.

(c)

Number of cases pending for more
than ninety days

Nil

28. Compliance with the Maternity Benefit
Act, 1961:

The Company has duly complied with the applicable
provisions of the Maternity Benefit Act, 1961 (now
Chapter VI of the Code on Social Security, 2020), and
the rules made thereunder. Adequate measures have
been taken to ensure that all eligible female employees
are granted maternity benefits as per the statutory
requirements. The Company remains committed
to provide a safe, inclusive, and supportive work
environment for women, including during maternity and
childcare periods.

29. (A) Share Capital:

There was no public issue, rights issue, bonus
issue or preferential issue etc. during the year. The
Company has not issued shares with differential
voting rights or sweat equity shares during the year.

Raising of funds by issuance of Warrants
convertible into Equity Shares on a private
placement basis:

The Shareholders of the Company at the Extra¬
ordinary General Meeting held on 21st May, 2026,
have approved to offer, issue and allot by way of a
preferential issue on a private placement basis of an
aggregate of 2,24,39,134 warrants, each carrying
a right to subscribe to 1 (one) Equity Share, at a
price of INR 89.13/- (Indian Rupees Eighty Nine and
Thirteen Paise only) per warrant aggregating to INR
200,00,00,013.42/- (Indian Rupees Two Hundred
Crore and Thirteen and Forty Two Paise only),
which may be exercised and converted in one or
more tranches within 18 (eighteen) months from
the date of allotment of the warrants (“Subscription
Warrants”) to M/s. Vibrant Enterprises, a
partnership firm through its partners namely,
Smt. Nisha Jayaswal, Smt. Rita Jayaswal, Smt.
Karishma Jayaswal, Smt. Hargunn Jayaswal,
Smt. Ankita Jayaswal, Jyotikant Investments
Private Limited and Vibrant Electronics Private
Limited (“Investor”), for cash consideration, in
accordance with Chapter V of the ICDR Regulations
(“Preferential Issue”).

In accordance with the applicable provisions of the
ICDR Regulations, an amount equivalent to 25%
of the consideration shall be payable at the time
of subscription and allotment of the Subscription
Warrants, and the balance 75% of the consideration
shall be payable at the time of issue of Equity
Shares pursuant to exercise and conversion of the
Subscription Warrants into Equity Shares.

The Company has submitted applications to the
Stock Exchanges seeking in-principle approval
for the Preferential Issue. The allotment of the
Subscription Warrants shall be completed within
the timelines prescribed under the applicable
provisions of the ICDR Regulations and other
relevant laws upon receipt of the requisite
in-principle approvals from the Stock Exchanges.

(B) Non-Convertible Debentures:

During the year, on 12th August, 2025, the
Company exercised Early Repayment Option
Notice, for early redemption of the outstanding
3,20,000 (Three Lakh Twenty Thousand)

Unlisted, Secured, Redeemable, Non-Convertible
Debentures having face value of H100,000/-
(Rupees One Lakh only) each aggregating to
H 3200,00,00,000/- (Rupees Three Thousand
and Two Hundred Crore only) (‘Earlier NCDs').
(ISIN: INE854B07033). Accordingly, on
12th December 2025, the Company redeemed the
earlier NCDs aggregating to H 2,27,101.39 Lakhs
from its internal accruals and out of the proceeds
of fresh issue and allotment of 12.50% P.A.,
1,80,000 (One Lakh Eighty Thousand) Unlisted,
Unrated, Secured, Redeemable, Non-Convertible
Debentures having face value of H 1,00,000/-
(Rupees One Lakh only) each, aggregating to
H 1800,00,00,000/- (Rupees One Thousand and
Eight Hundred Crore only) (‘New NCDs') (ISIN:
INE854B07041), on a private placement basis.
The New NCDs are redeemable in 72 monthly
instalments starting from 23rd December, 2025.
As on 31st March, 2026 the Company has utilized
the entire issue proceeds for the purpose for
which it was raised. The Company has been
doing prompt serving of debt dues and Principal
Cash Sweep (Excess Payment) amounting to
H32,081.80 Lakhs has been made to the Secured
NCD holders (Earlier & New) over and above
schedule debt serving resulting in reduction
of New NCD Principal Outstanding amount to
H 1,63,863.57 Lakhs as on 31st March 2026 from
H2,72,079.16 Lakhs as on 31st March 2025.

Further, during the financial year 2023-24,
the Company had allotted 28,08,766 Unlisted,
Unsecured, Redeemable, Non-Convertible
Debentures by converting outstanding balance of
H 28,08,76,600/- (Rupees Twenty-Eight Crore Eight
Lakhs Seventy-Six Thousand Six Hundred only) in
the Company's Books of Accounts in relation to Maa
Usha Urja Private Limited (MUUPL), Related Party of
the Company. This NCD’s were allotted for the tenure
of 96 months from the date of allotment (i.e. from
10th February, 2024) to be repaid on 9th February,
2032, subject to Call Option exercised by the
Company or Put Option exercised by MUUPL after
redemption of existing NCDs (having allotment dated
14th December, 2023), on such terms and conditions
as maybe agreed between the Company and
MUUPL (ISIN: INE854B08023).

(C) Working Capital Facility:

During the financial year, the Company had also
availed Fund Based Working Capital Facilities
amounting to H 50,000.00 Lakhs from a Scheduled
Bank which augmented the liquidity of the Company.
As on 31st March 2026, the principal fund based (CC
and WCDL) outstanding is H 47,928.31 Lakhs.

30. Rectifications of Details of Promoter
& Promoter Group in the Shareholding
Pattern of the Company:

During the year under review, the Company and certain
individuals and entities belonging to the promoter group
separately filed voluntary settlement applications with
the Securities and Exchange Board of India (“SEBI”)
under the SEBI (Settlement Proceedings) Regulations,
2018. The applications pertain to the inclusion of certain
individuals and entities that qualify as members of
the promoter group under Regulation 2(1)(pp) of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“SEBI ICDR Regulations”).

The Company and the concerned individuals and entities
have furnished responses to various queries raised by
SEBI from time to time. The matter is currently under
consideration with SEBI.

31. General:

Your Directors state that during the year:

i. The Company has no deposits covered under
Chapter V of the Companies Act, 2013.

ii. There was no instance of one-time settlement with
any Bank or Financial Institution.

iii. The Company has complied with the applicable
Secretarial Standards under the Companies
Act, 2013.

32. Acknowledgements:

Your Directors place on record, their sincere
appreciation and gratitude for all the co-operation
extended by Government Agencies, Lenders, Business
Associates and Shareholders. The Directors also record
their appreciation for the dedicated services rendered
by all the Executive Staff and Workers of the Company at
all levels in all units for their valuable contribution in the
working of the Company.

For and on behalf of Board of Directors
Arvind Jayaswal

Place: Nagpur Chairman

Date: 17th July, 2026 (DIN: 00249864)



 
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