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Director's Report

Solitaire Machine Tools Ltd
Industry :  Engineering
BSE Code
ISIN Demat
Book Value()
522152
INE410A01013
44.288326
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
30.92
42.11
EPS(TTM)
Face Value()
Div & Yield %
3
10
1.62
 
As on: Jun 23, 2026 02:43 PM

To, The Members of

Solitaire Machine Tools Limited.

Your Directors are pleased to present the 34th Annual Report and the Audited Financial Statements for the year ended 31st March, 2026. The Financial results are shown as below:

1. FINANCIAL RESULTS:

Your Company's financial performance for the year ended March 31, 2026 is as below: ( in Lakhs)

Particulars Year Ended 31st March, 2026 Year Ended 31st March, 2025 Year Ended 31st March, 2024 Year Ended 31st March, 2023 Year Ended 31st March, 2022
Sales (Net) 1906.56 2250.17 2086.40 1867.39 1357.91
Other Income 9.00 65.60 43.10 33.45 29.81
(Increase)/ Decrease in stocks (92.26) 95.79 114.36 57.90 (139.51)
Profit Before Taxation 191.89 314.22 245.85 210.47 122.25
Less:
Taxation 55.54 73.18 56.82 56.51 35.00
Excess/Short provision of tax relating to earlier years 8.06 4.14 2.94 (1.32) 4.32
Deferred Tax (6.21) 2.36 5.65 (4.26) (3.72)
Net Profit after Tax 134.51 234.54 180.43 159.54 105.56
Add: Profit brought forward fromPrevious Year 1507.04 1350.18 1247.74 1136.83 1073.44
Profit available for appropriation 1641.55 1584.72 1428.17 1296.37 1179.00
Proposed Dividend
IncludingCorporate tax (90.84) (90.84) (79.48) (68.13) (54.51)
Add/Less:
Other Comprehensive Income 5.99 1.81 (9.86) 5.87 3.26
Balance Carried to Balance Sheet 1556.690 1507.04 1350.18 1247.74 1136.83

DIVIDEND

Your Directors recommend dividend of Rs.1.50/- per share which would be 15% on 45,42,176 equity shares of Rs. 10/- each for the year ended March 31, 2026 subject to members' approval.

3.. TRANSFER OF UNCLAIMED/UNDELIVERED EQUITY SHARES OF THE COMPANY INTO "DEMAT SUSPENSE ACCOUNT" The Company has transferred the Unclaimed/Undelivered Equity Shares in terms of Schedule VI of Listing Regulations, into "Demat Suspense Account" opened for the purpose pursuant to Securities and Exchange Board of India (SEBI) Circular dated December 16, 2010.

The details of Unclaimed/Undelivered Shares in the "Demat Suspense Account" as on March 31, 2026 is as follows:

Sr. No. Description No. of cases No. of shares
1 Transfer of shares u/s 124(6) of Companies Act 2013 (For the year 2017- 18) 1 11719

The voting rights in respect of the said shares will be frozen till the time rightful owner claims such shares.

Pursuant to the provisions of Section 124(5) and 124(6) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules") and amendments thereto, the Company has transferred 11719 Equity Shares of the shareholders whose dividend had remained unclaimed/outstanding for a period of 7 years from 2017-18 to 2024-25 on October 28, 2025 to IEPF Authority.

2. REVIEW OF OPERATIONS:

The operations of the year has shown decline in Sales and Net Profit. The first two quarters were seriously affected by US Trade tariff issue. Though we did not get affected in direct sales, but majority of our domestic customers were affected seriously as their expansion plans were put on hold or cancelled. The effect of these circumstances affected our three quarters, as we maintained production and sales to meet our expenses without any additional borrowing. The circumstances started changing around November and we could make up most of lost sales in last quarter. In spite of all negative circumstances your company has remained Profitable. Our sales was 19.06 Crore against previous year of 22.50 Crore, down by 15 % and Net Profit after tax 1.40 Crore against previous year of 2.36 Crore.

During the year, we did not take any additional Term Loan and paid back Term Loan of Rs. 141.81 Lacs. The current rate of interest is 7.65%. The working capital loan borrowing cost was less than Rs. 10,000 for the year. We had procured additional assets for roughly 16.50 Lacs during the year. The Halol plant work has been completed and all assets were capitalised in Jan. 2026. We have started to provide Depreciation of the new added facility from January 2026. The company had also additionally invested in Fixed Deposits, Mutual Funds and carried bank balance during the year for Rs. 1.44 crores to meet future needs.

The year 2026-2027 has started with substantial improvement over last year. Currently, we have pending orders equivalent of about 5 months production. The domestic auto production is growing rapidly to meet demand and newer models and technologies being developed. Lower GST on Vehicles and preferential GST for Electric Vehicle has been boon to auto

18 industry. RBI still predicts 6.5 % increase in GDP despite all turmoil around the world. The rise in export of engineering products and auto components is also helping us to look forward to better days ahead. During the year we delivered first grinder for Medical Implements customer and more grinders in this field are in pipeline.

As a first for SMT, we have received First Remanufacturing of Cincinnati Grinder order from an overseas customer. The machine will be shipped back to customer in next few months.

The plant in Halol is now fully ready with Power and all other infrastructure. We had delayed moving manufacturing machines from Vadodara to Halol for few months in view of uncertainties in demand and to avoid cost of moving as well as disruption in production. The shifting will start in next few weeks and would continue for next several months, ensuring that production does not get affected.

We had participated in Engimach 2026 in Ahmedabad. The response was moderate considering it was regional exhibition. We will be participating in IMTEX 2027 in Bangalore in Jan. 2027. We hope to have good response considering current industrial outlook.

The Company continues with our own Social Responsibility Program for our own employees and their families. Employees children are provided with cash gift and school / college kits for the year through our Chairman Emeritus P. J. Sheth Education Fund. Dusserah family get together and Rangoli competition for employees was arranged. SMT has 86 employees including contract employees. It also includes 5 female employees. Several of SMT employees have retired after years of service and have been retained to train new set of employees to ensure that our quality standards are met and improved to meet stringent requirements of industry. Company thanks All Employees for their co-operation. The company thanks all the customers who supported us during the year and put their Faith in us to meet their requirements.

The Company thanks it Bankers, Vendors, various Government Agencies for their continued support.

3. TRANSFER TO RESERVE

The Board of Directors of your company has decided not to transfer amount to the Reserves for the year under review.

4. SHARE CAPITAL

As at March 31, 2026, and as at the date of this report, the authorized share capital of the company is 5,75,00,000 (Rupees Five Crore Fifty Seven Lakhs only) divided into 57,50,000 equity shares of 10/- each. The paid up capital of the company is 4,54,21,760/- (Rupees Four Crore Fifty Four Lakhs Twenty One Thousand Seven Hundreds Sixty Only) divided into 45,42,176 equity shares of 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. BOARD OF DIRECTORS

Mr. Ashok J. Sheth (DIN: 00174006), Mr. Hemandra Badani (DIN: 0014330), Mr. Harsh Badani (DIN: 02282965), Ms. Shilpa Taneja (DIN: 00207023), Mr. Bharat Shah (DIN: 08392598), Ms. Kesha Tanna (DIN: 08439863) and Ms. Nishita Rajput (DIN: 08392556) were the Directors on the Board at the beginning of financial year. There were no changes were occurred till the date of the approval of Directors Report.

Your Company has 7 (Seven) Directors as on 31st March, 2026 namely:

1. Mr. Ashok J Sheth - Chairman
2. Mr. Hemandra Badani - Vice-Chairman and Managing Director
3. Mr. Harsh Badani - Joint Managing Director
4. Ms. Shilpa Taneja - Non-Executive Director
5. Mr. Bharat Shah - Independent Director
6. Ms. Kesha Tanna - Independent Director
7. Ms. Nishita Rajput - Independent Director

As per the provisions of the Companies act, 2013, Mr. Ashok J Sheth, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

6. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and Section 203 of the Companies Act, 2013 are as mentioned below:

(i) Mr. Hemandra Badani - Managing Director
(ii) Mr. Ashok Sheth - Chief Financial Officer
(iii) Ms. Reshma Kiri - Company Secretary & Compliance Officer
(iv) Mr. Harsh Badani - Joint Managing Director

7. CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in the nature of business of the company. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. There has been no change in the nature of business during the year.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) In the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period; c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls in the company that are adequate and were operating effectively. f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

10. PUBLIC DEPOSITS

During the financial year 2025-26, your Company has neither accepted nor renewed any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

A.The details relating to deposits received from Directors and / or their relatives (exempted deposits in case of private limited company vide notification no GSR 464(E) dated 05th June, 2015.

-Amount received from Directors during the year: NIL

-Amount remained unpaid or unclaimed as at the end of the year: NIL -Amount outstanding as at the end of the year: NIL

B. The details relating to deposits, covered under Chapter V of the Act:

-Amount received from Shareholders during the year: NIL

-Amount remained unpaid or unclaimed as at the end of the year: NIL -Amount outstanding as at the end of the year: NIL

- Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

(a) At the beginning of the year: NIL, (b) Maximum during the year: NIL and (c) At the end of the year: NIL

Hence, the requirement for furnishing the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

11. DISCLOSURE RELATING TO REMUNERATION AND NOMINATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy may be accessed from company's website at www.smtgrinders.com.

12. INDEPENDENT DIRECTORS' MEETING

Independent Directors of the Company had met during the year under review, details of which are given in the Corporate Governance Report.

13. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Director. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

14. MEETINGS

The details of the number of Board and other Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. 15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

16. COMMITTEES OF THE BOARD

There are currently three Committees of the Board, as follows: 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

17. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. Industry Structure and Development:

The Company is part of the industry broadly known as Capital Goods. The Capital Goods Industry consists of various products in different segments like Auto Ancillary industry, General Engineering industry, Aerospace and Defence Industry, Steel and Textile Industry. The Company is part of Capital Goods Industry known as Machine Tools Industry catering to various segments as explained above. Being part of Capital Goods Industry, fortunes of company is directly linked to the growth and progress of the industry to which it caters. The other relevant factors having bearing on the industry are government policies, import export policies, and incentive for investment available to the industries.

The Centreless Grinders manufactured by the company are used in the industry like Automobile, Automobile Ancillaries, Textiles Machinery, Steel Industry, Bearing Industry etc.

2. Opportunities and Threats:

The growth opportunity for the machine tools industry is in direct proportion to the industrial growth of other industries like Textile Machinery Industry, Automobile Industry, Steel Industry, Bearing Industry, etc. to which the Machine Tool Industry is supplementary Industry. During the last few years, the phenomenal growth in Automobiles Industry has largely contributed to the growth of machine tools industry and opportunity lies in the further growth anticipated in the Automobiles Industry as several multinational car manufacturer shifts their production base to India. Another potential growth opportunity lies in outsourcing of Automobile ancillary products from India, which has tremendous growth potential in the coming years.

3. Segment wise Performance:

Presently, company is dealing in single segment activity namely Machine Tools Centerless Grinding Machine.

4. Outlook:

The long-term outlook for the industry is optimistic based upon the product innovation and cutting age technology for sustaining growth. The export market especially to U.S.A., Europe, etc. will sustain and an additional avenue is opened for exports to Australia, South America, South East Asia & others. The domestic demand will also grow in the current year.

5. Internal Control Systems and Their Adequacy:

Considering the size and nature of the business, presently adequate internal control systems are in place. However, as and when company achieves further growth and higher level of operations, company will review the internal control system to match with changed requirement.

The company has proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against unauthorized use or disposition and that transaction are authorized and recorded correctly.

The company has constituted Audit Committee consisting of non-executive and independent Directors to look into various aspects of Accounts. The company has a clearly defined organization structure in place.

6. The Financial and Operational Performance:

The financial statement is in confirmation with the provisions of the Companies Act, 2013 and applicable accounting standard recommended by the Institute of Chartered Accountants of India. The financial statement reflects the genuine desire for the transparency and best judgment for the estimates made on prudent and reasonable bases to correctly reflect the true and fair affairs of the company.

7. Human Resource Development:

The company believes that the main strength of any organization is its people. It is the people who build the system and create a climate to suit the growth and excellence in the company. The industrial relations, during the year were cordial.

8. Cautionary statement:

Statement in this Management Discussion and Analysis 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. Important factors that could make a difference to the Company's operations include raw material availability and prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, tax regimes, economic developments and Industrial growth within India and the countries in which the Company conducts business and other incidental factors.

19. COMMENTS ON AUDIT OBSERVATIONS:

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation and adverse remark. Auditors Disclaimer report has been noted and additional financial control as required are being implemented.

20. COMMENTS ON THE SECRETARIAL AUDITOR'S OBSERVATIONS

There is no mala fide intention on the part of the Company and delay if any, in the matter is inadvertent and caused due to oversight. The Company has initiated the procedure to file the e-form INC-28 by applying the case before the Honorable National Company Law Tribunal bench at Mumbai wide case no. CP (CAA) No. 277/MH-II/2019 connected with CA(CAA) No. 625/MH-II/2018 and is in process of complying all the requirements of the Companies Act, 2013 and amended listing agreement.

21. AUDITORS: A. Statutory Auditors

M/s. K. C. MEHTA & CO. LLP, Chartered Accountants, Vadodara, (Firm Reg. No. 106237W/W100829), were appointed as Statutory Auditors of the company in the 30th AGM of the company held on 16th July, 2022 to hold office for a period of 5 years i.e. till the conclusion of 35th AGM for the Financial Year 2026-27.

B. Secretarial Auditor

M/s. H. M. Mehta & Associates, Practicing Company Secretary, Vadodara was appointed to conduct the secretarial audit of the Company for the financial year 2025-26, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2025-26 forms part of the Annual Report as "Annexure A" to the Board's report. The Board has appointed M/s. H. M. Mehta & Associates, Practicing Company Secretary, Vadodara, as secretarial auditor of the Company for the term of five years from the financial year 2025-26 to the Financial Year 2029-30 and approved by members in the 33rd Annual General Meeting.

C. Internal Auditor

During the year, your company has appointed M/s. Jain & Hindocha, Chartered Accountants, Vadodara as the Internal Auditor of the Company for the Financial Year 2025-26. The Board has appointed M/s. Jain & Hindocha, Chartered Accountants, Vadodara, as Internal auditor of the Company for the financial year 2026-27.

FRAUD'S REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT U/S 143(12) There were no frauds reported by the auditors under Section 143(12) of Companies Act, 2013 during their course of audit for the financial year 2025-26.

DISCLOSURE WHETHER THE COMPANY IS USING THE ACCOUNTING SOFTWARE HAVING A FEATURE OF THE AUDIT TRAIL AS PER RULE-11 OF THE COMPANIES (AUDIT AND AUDITORS) RULES 2014 The Company has used accounting software for maintaining its books of account for the financial year ended 31st March, 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.

APPOINTMENT OF DESIGNATED PERSON AS PER RULE-9 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 In accordance with Rule 9 of the Companies (Management and Administration) Rules, 2014, the Company has appointed Mr. Ashok Sheth, (CFO and Chairman) as Beneficial Owner Officer ("BOO").

22. RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-A.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.smtgrinders.com.

23. LOANS, GUARANTEES AND INVESTMENTS

There are no Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 during the Financial Year 2025-26.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & 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, are as under a. Conservation of energy:

The company's operations do not involve substantial consumption of power in comparison to costs of production. However, regulatory measures are there to ensure that the consumption of power is within the norms.

Company has solar power generation unit in Chhani Plant and propose to have the same in Halol plant too. b. Technology absorption: The company has fully absorbed the technical know-how received from USA and Italy. c. Foreign exchange earning and outgo: Foreign exchange earnings of the company during the year 2025-2026 were Rs. 288.42 Lakhs (Previous Year Rs.197.20 Lakhs) while outgoings were NIL (Previous Year Rs.18.19 Lakhs).s COMPLIANCE CERTIFICATE

A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable to the Company..

26. ANNUAL RETURN

In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company as on 31st March 2026 is available on Company's website www.smtgrinders.com. 27. CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.smtgrinders.com. No complain was received during the year.

29. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints and the same is posted on the website of the company www.smtgrinders.com. Your company has not received any complaint on sexual harassment during the financial year 2025-26.

Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Complaints Committee ("IC Committee"). The composition of the IC Committee is as follows:

Sr. No. Name of the Member Designation in the Organization Designation in the IC Committee
1. Hema Panchal Purchase Executive Presiding Officer
2. Reshma Kiri Company Secretary andMember
Compliance Officer
3. Ashok Sheth Chairman & CFO Member
4. Amita Shah Social Worker External Member

Further, the details required as per the Notification no. G.S.R. 357(E) dated 30th May, 2025, are furnished herein below:

1. Number of complaints of sexual harassment received in the year NIL
2. Number of complaints disposed-off during the year NIL
3. Number of cases pending for more than ninety days NIL

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961 The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

30. DISCLOSURE ON MAINTENANCE OF COST RECORDS AND REQUIREMENTS ON COST AUDIT

The maintenance of cost records as specified by the Central Government under sub-section (1) of section to be made and 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not made and maintained. Accordingly, the Cost Audit is also not applicable to the Company.

31. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

32. LISTING ON STOCK EXCHANGE

The Company's shares are listed at the BSE Limited since the year 1993 and the Company confirms that it has paid the Annual Listing Fees for the year 2025-26.

33. PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration and other details 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 (the Rules) are set out as Annexure B. Moreover, the details of employees as on 31st March, 2026 are given herein below:

Sr. No. Type of Employee Number
1. Male 65
2. Female 5
3. Transgender 0
Total 70

34. CORPORATE SOCIAL RESPONSIBILITY

During the F.Y. 2025-26, the provision relating to Corporate Social Responsibility as provided under Section 135 of the Companies Act, 2013 are not applicable to the Company.

35. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards prescribed in the Companies (Indian Accounting Standards) Rules, 2015 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.

36. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

37. INDUSTRIAL RELATIONS

During the year under review, the relations with the most valuable human resources of the company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the company.

38. HUMAN RESOURCES:-

The Company treats its "Human Resources" as one of its most important assets. The Company's culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review and hence the said provision is not applicable to the Company.

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the provisions relating to this clause was not applicable to the Company.

41. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record their appreciation towards all associates including Customers, Collaborators, Strategic Investors, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and other who have reposed their confidence in the company during the period under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

The Directors also place on record their gratitude to the Members for their continued support and confidence.

By order of the Board of Directors
Sd/-
Place: Vadodara Ashok J. Sheth
Date: 09/05/2026 Chairman
(DIN: 00174006)
REGISTERED OFFICE
A-24/25, Krishna Industrial Estate,
Near B.I.D.C., Gorwa
Vadodara 390016, Gujarat.

   

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