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BSE Code : 500337 | NSE Symbol : PRIMESECU | ISIN : INE032B01021 | Industry : Finance & Investments |


Directors Reports

The Board of Directors are pleased to present the Company?s 42nd Annual Report on the business and operations along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE

Particulars Consolidated Standalone
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
Revenues from Operations 7,980 6,151 4,824 3,090
Other Income 960 513 823 275
Total Income 8,940 6,664 5,647 3,365
Total Expenses 4,838 4,325 2,444 2,349
Profit before Exceptional Items and Tax 4,102 2,339 3,203 1,016
Extraordinary Items 368 Nil 368 Nil
Profit attributable to Non-controlling Interest 3 Nil Nil Nil
Profit before Tax 4,473 2,339 3,571 1,016
Tax Expenses 622 483 346 154
Profit after Tax 3,851 1,856 3,225 862
Share of Profit (Loss) of Associate (21) Nil Nil Nil
Profit after Tax and Share of Profit / (Loss) of Associate 3,830 1,856 3,225 862
Other Comprehensive Income (Net of Tax) 1,238 1,065 1,240 1,063
Total Comprehensive Income 5,068 2,921 4,465 1,925

Overview of Company?s Financial & Operational Performance

Consolidated Revenues for the Year ended March 31, 2025 was RS8,940 lakhs as compared to RS6,664 lakhs in the previous financial year. Consolidated Profit after Tax including Other Comprehensive Income for the Year ended March 31, 2025 was RS5,068 lakhs as compared to RS2,921 lakhs during the previous financial year.

Standalone Revenues was for the Year ended March 31, 2025 was RS5,647 lakhs as compared to RS3,365 lakhs in the previous financial year. Standalone Profit after Tax including Comprehensive Income for the Year ended

March 31, 2025 was RS4,465 lakhs compared to RS1,925 lakhs during the previous financial year.

Financial statements are prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 and other applicable provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended from time to time.

The operations in the year remained transformative with emphasis on annuity type of income producing a favourable impact. Wealth and asset management business have commenced through the subsidiary company. Investments in start-up and early-

stage businesses have remained steady in terms of growth to carrying values. Our client base showed a meaningful addition. The growth in revenue and profits remain at appreciable levels.

Dividend and Reserves

The Board of Directors recommend a dividend of RS1.50/- per Equity Share of face value of RS5/- each for the Financial Year 2024-25, subject to the approval of the Members at the 42nd Annual General Meeting. In the previous year, the Company had declared dividend of RS1/- per Equity Share.

During the year under review, no amount from the Profit was transferred to Reserves.

Equity Share Capital

Paid-up Equity Share Capital of the Company as of March 31, 2025, was RS1,681 lakhs. The outstanding Equity Shares were 3,36,22,825 Equity Shares of face value of RS5/- each.

During the year under review, 3,34,000 Equity Shares were allotted to the eligible Employees / Directors of the Company / Subsidiaries pursuant to exercise of Options granted under Employee Stock Option Scheme 2018.

Utilisation of proceeds of preferential issue of equity shares

The Board of Directors had allotted 45,50,000 Equity Shares in November 2021 to select investors, on a Preferential basis, pursuant to approval granted by the Members at their Extraordinary General Meeting held on November 10, 2021. The part of the issue proceeds of RS4,038 lakhs, received on allotment of Equity Shares, have been utilised in terms of the object clause, as amended by the subsequent resolution of members, and the remaining funds have been invested in the fixed deposits till deployment of funds for the purpose for which the funds were raised.

Management Discussion and Analysis Report

Pursuant to the provisions of the Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report giving a detailed account of the operations and the state of affairs of the Company is annexed as Annexure "1" to this Report.

Directors and Key Managerial Personnel

During the year, there were no changes in the Directors and Key Managerial Personnels.

The Company has received declaration under Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and that their names have been included in the Databank of Independent Directors as prescribed under the Companies Act, 2013. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sujit Kumar Varma, Non-Executive and Non-Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. An appropriate resolution for re-appointment of Mr. Sujit Kumar Varma, who retires by rotation, is being placed before you for your approval at the ensuing Annual General Meeting. The information on the particulars of Director seeking appointment / re-appointment, as required under SEBI Listing Regulations, is given in the Notice of the Annual General Meeting, forming part of this Annual Report. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Mr. N. Jayakumar, Managing Director and Group CEO, Mr. Akshay Gupta, Whole-time Director, Mr. Arun Shah, Chief Financial Officer and Mr. Ajay Shah, Company Secretary were the key managerial personnel of the Company as on date of this report.

Number of Meetings of the Board & its Committees

During the year under review, Seven Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms a part of the Annual Report.

The Board of Directors constituted Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders? Relationship Committee and Risk Management Committee, in compliance with the requirements of the relevant provisions of applicable laws and regulations. The details with respect to the composition, terms of reference, number of meetings held, etc. of these Committees are included in the Report on Corporate Governance, which forms a part of the Annual Report.

The intervening gap between the Board and Committee Meetings were within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The Company has complied with the applicable Secretarial Standards 1 (SS-1) on Board Meetings, issued by the Institute of Company Secretaries of India.

Board Evaluation

Annual performance evaluation of the Board of Directors, its committees and all the Directors individually were done in accordance with the performance evaluation framework adopted by the Company and a structured questionnaire was prepared after taking into consideration the various aspects of the Board?s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The

performance evaluation framework sets out the performance parameters as well as the process of the performance evaluation. Pursuant to the provisions of the Companies Act, 2013, a separate Meeting of Independent Directors was held during the year to review (i) performance of the Non-Independent Directors and the Board of Directors as a whole (ii) performance of the Board Committees (iii) performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors (iv) assess the quality, quantity and timeliness of flow of information between the Management and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties. The Board of Directors expressed satisfaction with the evaluation process.

Policy on Directors? Appointment, Remuneration, etc

The Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnels and other employees of the Company along with other related matters have been explained in the Corporate Governance Report forming part of this Annual Report. Depending on the need to appoint / re-appoint Director, the Nomination and Remuneration Committee (NRC Committee) of the Company determines the criteria based on the specific requirements. NRC Committee, while recommending candidature to the Board, takes into consideration the qualification, attributes, experience and independence of the candidate.

Corporate Governance and Code of Conduct

Pursuant to Regulation 34(3) read with Schedule V(C) of the SEBI Listing Regulations, a separate report on Corporate Governance practices followed by the Company together with the Certificate required under Schedule V(E) of the SEBI Listing Regulations from M/s. Pramod Shah & Associates, Practicing Company Secretaries, confirming compliance by the Company of the conditions of Corporate Governance is annexed as Annexure "2" to this Report.

Certificate of Non-Disqualification of Directors, pursuant to Regulation 34(3) and Schedule V(C), Clause (10)(i) of SEBI Listing Regulations, 2015, from M/s. Pramod S. Shah and Associates, Practicing Company Secretaries, forms part of the Report on Corporate Governance.

Pursuant to the provisions of Regulation 17(5)(a) of the SEBI Listing Regulations, your Company has also laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration by the Managing Director and Group CEO confirming the compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2025, forms a part of the Report on Corporate Governance.

Consolidated Financial Statement

The Audited Consolidated Financial Statements was prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 and other applicable provisions of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as applicable and shows the financial information of the Company and its Subsidiaries as a single entity, after elimination of minority interest, if any. As required under provisions of the Companies Act, 2013, as applicable, the Audited Consolidated Financial Statements of the Company and all its Subsidiaries together with Auditor?s Report thereon forms a part of this Annual Report.

Consolidated Revenues for the Year were RS8,940 lakhs compared to RS6,664 lakhs in the previous year, which comprises Investment Banking and Advisory Fees of RS4,824 lakhs, Corporate Advisory Fees of RS3,156 lakhs, Gain on Sale of Investment of RS210 lakhs, Income from Dividend, Interest and Other Income of RS407 lakhs, Net Gain on Fair Value Changes

RS301 lakhs and Other Income of RS42 lakhs. Consolidated Net Profit after Tax including Comprehensive Income for the Year under review was RS5,068 lakhs as compared to RS2,921 lakhs in the previous year.

Subsidiary Companies / Joint Ventures / Associates

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Audited Financial Statements of the Subsidiaries / Associate Companies for the year ended March 31, 2025, is given in Form AOC-1 as an annexure to the Consolidated Financial Statements of the Company forming part of this Annual Report.

The policy for Determining Material Subsidiaries has been placed on the website of the Company (www.primesec.com). Separate Audited Financial Statements of each of the Subsidiaries are available on the website of the Company (www.primesec.com) and the same will also be made available to the Members seeking such information at any point of time.

The summary of the state of affairs and performance of the subsidiaries is given below:

Prime Research and Advisory Limited

Prime Research and Advisory Limited ("PRAL") operates in the segment of financial services business comprising value-added intermediation services in wealth management and investment advisory, assisting banks and institutional investors in risk assessment, portfolio analysis and portfolio rebalancing through execution of specific strategies. PRAL?s target clients include corporate treasuries, fund management companies and family offices among others. PRAL through its network of investors substantially enhances our capability to execute mandates.

During the year under review, PRAL earned revenues of RS2,888 lakhs as compared to RS3,334 lakhs in the previous year. This includes Advisory Fees of RS2,641 lakhs, Income from

Dividend, Interest and Other Income of RS214 lakhs and Gain on Sale of Investment of RS33 lakhs. During the year, PRAL earned Net Profit after Tax including Comprehensive Income of RS788 lakhs as compared to RS996 lakhs in the previous year.

During the year under review, the Company acquired 60% equity stake in Prime Global Asset Management Pte. Ltd., a Singapore based Company ("PGAM"). The remaining shareholding of PGAM is held equally by Mr. Anil Ahuja and Mr. Ajay Abrol, both Singapore residents, who also act as Directors and operating team of PGAM. PGAM intends to undertake the fund management business and offer its services to global institutional investors and family offices, for which necessary application have been made to the appropriate authority in Singapore for registration as fund management entity. PRAL will invest, in one or more tranches, about RS200 lakhs (equivalent to SGD 3,20,000), to acquire or maintain 60% stake in PGAM.

During the year under review, the Board of Directors of PRAL approved the set-up of Prime Litmus Investment Management Limited ("PLIML"), to act as an Investment Manager to the proposed Alternative Investment Fund ("AIF"). PRAL holds 75% stake (including its 5 nominees) in PLIML and the balance 25% is held by Litmus Global Advisors LLP. PRAL would invest, in one or more tranches, upto RS150 lakhs to subscribe to 75% stake in PLIML. PLIML was incorporated on March 24, 2025 and did not carry out any activities during the financial year under review. The Board of Directors of PRAL has also approved settingup of a Limited Liability Partnership, to act as a Sponsor to the AIF. PRAL will become a Designated Partner in the proposed LLP by subscribing an amount upto RS500 lakhs of the total contribution and rest of the contribution will be made by Litmus Global Advisors LLP.

The Board of Directors of PRAL has recommend a dividend of RS7.40/- per equity share of face value of RS10/- each for the financial year 2024-25, subject to the approval of the members at the ensuing annual general meeting. In the previous year, the Company had declared dividend of RS7.40/- per equity share.

Prime Trigen Wealth Limited

Prime Trigen Wealth Limited ("PTWL") (formerly Prime Funds Management Limited) was incorporated in 2018 as a 100% subsidiary of the Company, to carry on Portfolio Management and setting up Alternative Investments Funds. During the year, PTWL commenced its wealth and asset management business. The business will cater to family offices, Ultra HNIs and HNIs, offering personalized services by wealth managers and will offer instruments across all asset classes viz. mutual funds, AIFs, portfolio management services, debenture, direct equity, etc. PTWL, through its network of customers, substantially enhances its capability to execute mandates. This will also create a pipeline for investment banking business of the group companies through the corporate advisory services to the operating businesses of the wealth management customers. The Board of Directors of the Company has approved the investment of upto RS1,000 lakhs to subscribe to the capital of PTWL during the year to support the growth of the wealth management business.

Prime Advisory Partners Limited, United Kingdom

During the year under review, the Board of Directors has approved the set-up of subsidiary in United Kingdom, Prime Advisory Partners Limited and investment, in one or more tranches of upto GBP 25,000 (equivalent to upto RS25 lakhs), to acquire upto 99.90% equity stake. Prime Advisory Partners Limited will provide purely corporate advisory services to its clients and no additional licenses would be required to operate in the UK or the broader EU market.

PRAL Management Consultancies LLC, Dubai

During the year under review, the Board of Directors has approved the set-up of subsidiary in Dubai, PRAL Management Consultancies LLC, and investment, in one or more tranches, upto AED 2,20,000 (equivalent to upto RS50 lakhs) to subscribe to 100% equity stake. PRAL Management Consultancies LLC will tap into the GCC market, through an onground presence and thus would help expand the distribution network and build investor relationships. This would empower the gradual expansion and diversification of income streams across Investment Banking, Wealth and Asset Management.

Ark Neo Financial Services Private Limited

During the year under review, the Board of Directors of the Company approved (i) the acquisition, in one or more tranches, 41.68% equity stake in Ark Neo Financial Services Private Limited from the Promoter, by investing a sum not exceeding RS200 lakhs; and (ii) subscription to Zero Coupon Optionally Convertible Debentures (OCD) of Ark Neo Financial Services Private Limited, in one or more tranches, as per business requirements, for an amount upto RS500 lakhs. OCDs can be converted into Equity Shares within 24 months from the date of allotment of OCDs, failing which the same will be redeemed at the end of 24 months. Ark Neo Financial Services Private Limited is a technology platform ("known as Dhanlap") for Loans against MFs and Loans against shares / other capital market instruments facilities.

Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company is uploaded on the website of the Company (www.primesec.com).

Related Party Contracts & Arrangements

In accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and a copy of the same is available on the website of the Company (www.primesec.com). The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties and also deals with material related party transactions.

All related party transactions are placed before the Audit Committee for necessary review and approval. Prior omnibus approval of the Audit Committee is obtained for transactions with related parties, which are repetitive in nature and / or are entered into in the ordinary course of business and are on an arm?s length basis. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except remuneration and sitting fees.

All transactions entered into by the Company with the related parties during the financial year were in ordinary course of business and are on an arm?s length basis. Disclosure pursuant to the Accounting Standards on related party transaction has been made in the notes to the Audited Financial Statements. No material related party transactions were entered into during the year by the Company and accordingly, the disclosure of contracts or arrangements with related parties in accordance with the provisions of Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable

Deposits

Your Company did not accept any Fixed Deposits under Chapter V of Companies Act, 2013, during this financial year and no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025. The Company had no Deposit which was not in compliance with the provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Directors? Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) and 134(5) of the Companies Act, 2013 that:

a) In the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013,

have been followed and there are no material departures from the same.

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the profits of the Company for the year ended on that date.

c) They 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 to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted Corporate Social Responsibility ("CSR") Committee. The present Members of the Committee are (i) Mr. Ashok Kacker, Non-Executive and Independent Director (ii) Ms. Smeeta Bhatkal, Non-Executive and Independent Director and (iii) Mr. Sujit Kumar Karma, Non-Executive and Non-Independent Director. The Company has also formulated CSR Policy and the same is available on the website of the Company (www.primesec.com). Detailed report on CSR activities as required under the Companies Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure "3" to this Report.

Particulars of loans given, investments made, guarantees given and securities provided

Particulars of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Audited Financial Statements forming part of this Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Company established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Company?s Code of Conduct, which provides for adequate safeguards against victimisation of persons who avail of such a mechanism. A copy of the Whistle Blower Policy is available on the website of the Company (www.primesec.com).

Auditors and Auditors? Report

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Sharp & Tannan Associates, (Firm Registration No. 109983W) Chartered Accountants, were appointed as Independent Auditors of the Company for a term of 5 years, to hold office from the conclusion of 41st Annual General Meeting held on June 27, 2024 until the conclusion of 46th Annual General Meeting.

The Report issued by the Statutory Auditor on the Audited Financial Statements of the Company for Financial Year 2024-25 forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors had appointed M/s. Pramod Shah & Associates, Company Secretaries (C.P. No. 3804), to undertake the Secretarial Audit for the year ended March 31, 2025. The Secretarial Report

given by the Secretarial Auditor is annexed as Annexure "4" to this Report. Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Personnel) Rules, 2014 and SEBI Listing Regulations, the Board of Directors has, subject to approval by the Members of the Company at the 42nd General Meeting, approved the appointment of M/s. Pramod Shah & Associates, (C.P. No. 3804) Company Secretaries, as Secretarial Auditor of the Company for a term of consecutive 5 years from April 1, 2025 to March 31, 2030.

Material changes and commitments, if any, 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

Except as disclosed elsewhere in this 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 and the date of this Report.

Employees

The disclosures with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Companies Act, 2013 and the Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure "5" to this Report.

The information on Employee particulars as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) is annexed as Annexure "6" to this Report. In terms of Section 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Members

and others entitled thereto, excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

None of the Employee of the Company is a Relative of any Director of the Company.

Employee Stock Option Schemes

The Company implemented Employee Stock Option Scheme viz Employee Stock Option Scheme 2018 (ESOS 2018). The Nomination and Remuneration Committee of the Board of Directors has granted, to eligible Employees / Directors of the Company and Subsidiary Companies pursuant to ESOS 2018 and 10,77,500 Options are outstanding as of March 31, 2025.

The disclosures in accordance with the provisions of the Section 62(1)(b) of Companies Act, 2013 read with the Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 (as amended from time to time) and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are set out as Annexure "7" to this Report. The shares arising out of exercise of the Options will be allotted in the name of the respective Employees and accordingly, the provisions relating to disclosure of voting rights not exercised directly by the employees are not applicable.

Disclosure as per the sexual harassment of women at workplace (prevention, prohibition and redressal) Act, 2013

The Company 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 the Rules made thereunder. As required under law, an Internal Complaints Committee was constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. During the year under review, no complaint of sexual harassment was received and there was no complaint of sexual harassment pending as at the date of this report.

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

In view of nature of business activities of the Company, the particulars regarding conservation of energy and technology absorption, as prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not given. However, the Company has taken various measures for conservation of energy, like switching from conventional lighting systems to LED lights, etc.

During the year under review, the Company?s earnings of foreign exchange was Nil and expenditure of foreign exchange was USD 239.76 and EURO 7,433.50.

Listing & Listing Fees

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and the Listing Fees for the year 2025-26 have been duly paid.

General Disclosures

Your Directors? state that during the year under review:

a) The Business Responsibility Reporting as required pursuant to the provisions of Regulation 34(2) of the SEBI Listing Regulations is not applicable to your Company.

b) No Equity Shares with Differential Rights, as to Dividend, Voting or otherwise, were issued.

c) Except the allotment of Equity Shares to employees of the Company pursuant to exercise of Option granted under the Employee Stock Option Scheme 2018,

no other Equity Shares (including Sweat Equity Shares) were allotted.

d) The Company did not resort to any buyback of Equity Shares during the Year under review. The Board of Directors, at their Meeting held on January 27, 2025, had proposed a Buyback of upto 6 lakhs Equity Shares of the Company at a maximum price of RS305/- per Equity Share, for the total consideration of RS1,830 lakhs. Since the proposed Buyback was exceeding 10% of the paid-up equity share capital and free reserves, the approval of the Members of the Company was sought by way of a special resolution at an Extraordinary General Meeting held on March 21, 2025. The said special resolution was not passed as the requisite majority was not achieved.

e) Managing Director of the Company did not receive any Remuneration or Commission from any of its Subsidiaries.

f) There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

g) No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the Going Concern status and Company?s operations in future.

Acknowledgements

The Board wishes to place on record its sincere appreciation for the hard work put in by the Company?s employees at all levels in this difficult environment. The Board of Directors also wish to thank the Company?s members, bankers and business associates for their unstinted support during the year