The company had issued bonus shares to the existing equity shareholders amounting to Rs. 1125 Lakhs by issuing 1,12,50,000 equity shares of Rs. 10 each in the ratio of 225:1 i.e, (Two Hundred Twenty Five Bonus Equity shares for every one share held) as on August 3rd 2022.
*The Board of Directors of company approved the Employee Stock Purchase Scheme 2023 (ESPS) during the Board Meeting held on May 28th, 2023, and same scheme was subsequently approved by members during the Annual General Meeting held on August 8th, 2023. The aggregate no. of shares under this Scheme shall not exceed 3,13,780 Equity Shares of Face Value of K10.00 each fully paid up. The In-principle approval from NSE was received on November 22nd, 2023. During the year, the company allotted 25,400 ( PY 93,300) shares to its employees and employees of its subsidiary Company which were approved by the Board of Directors in their respective meetings. Upto 31 March 2026, the company has issued total 1,79,100 shares under the said
D. Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of K 10 per share. Each holder of equity shares is entitled to one vote per share. The distribution will be in proportion to the number of equity shares held by the shareholders.
In the event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all the preferential amounts.
The above change in percentage of holding is due to the issue of new shares by way of Employee Stock Purchase Scheme (ESPS Scheme - 2023) during the year which resulted in increase in total number of issued shares by 25,400 (PY 93,300) shares.
As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
The borrowing was sanctioned on 19 September 2025 with term of 4.5 years. This loan is part of the combined limit of ^ 2,775 lakhs via agr eement dated 18th December 2024, letter bearing reference no. CMD NDH 248053 by HSBC bank which consists of Working capital Loan, Overdraft, Import controlling unit Line(Fund or Non Fund Based), Import/Buyer Facility, Corporate Credit Card, Export Controlling unit, Export/Seller Facility, Guarantee/Bonds Facility and Standby Documentary Credits Facility and is secured by Pari Passu charge on Current assets and Movable fixed assets, in addition Mr Konark Trivedi, Managing Director providing personal guarantee for ^ 2,775 Lakhs for all facilities excluding all capital markets products and corporate credit card. T he rate of interest 8.10%.
# The borrowing was sanctioned on 19 September 2025 with term of 4.5 years. This loan is part of the combined limit of ^ 2,775 lakhs via agreement dated 18th December 2024, letter bearing reference no. CMD NDH 248053 by HSBC bank which consists of Working capital Loan, Overdraft, Import controlling unit Line(Fund or Non Fund Based), Import/Buyer Facility, Corporate Credit Card, Export Controlling unit, Export/Seller Facility, Guarantee/Bonds Facility and Standby Documentary Credits Facility and is secured by Pari Passu charge on Current assets and Movable fixed assets, in addition Mr Konark Trivedi, Managing Director providing personal guarantee for ^ 2,775 Lakhs for all facilities excluding all capital markets products and corporate credit card. The rate of interest 8.10%.
*The above borrowing was sanctioned on 17th January 2024 by ICICI Bank and is secured by hypothecation and a charge to the bank, creating an exclusive charge over stocks and receivables, both present and future, as well as movable fixed assets, including plant and machinery, furniture and fixtures, both present and future, as a continuing security. Additionally, it is secured by immovable property of subsidiary company (Frog Tele Private limited). The original sanctioned limit of cash credit was ^ 2800.00 lakhs, and the rate of interest is the sum of the repo rate 5.50% plus a spread 3.30% per annu m. The borrowing was renewed on July 22nd, 2025 with a sanctioned limit of ^ 2,000 Lakhs and the rate of interest being the sum of repo ra te 5.50% plus s prea d 3.30% pe r annum.
**The above Bill Discounting facilities was availed on 5th March 2025 from ICICI Bank which is valid up to 23rd January 2026 unless the validity of the offer is expressly extended . The Sanctioned limit of Factoring of Receivables is ^ 1200.00 lakhs, an d the rate o f inte rest is th e sum of the repo rate plus a sprea d per annum. In this factoring agreement, the Bank does not assume the risk related to the Company's performance o r any underlying transaction disputes with the Debtor. Recourse to the Com pany is triggered if: 1) a dispute arises between the Company a nd Debtor; 2) the Company's representations or warranties are found to be untrue; or 3) the Company brea ches any obl igation under the factoring agreement. Thi s ensures the Company remains liable for issues affecting the validity or collectability of the receivables due to their actions.
***The above borrowing was sanctioned on 18th December 2024, letter bearing reference no. CMD NDH 248053 by HSBC bank which consists of Working capital Loan, Overdraft, Import controlling unit Line(Fund or Non Fund Based), Import/Buyer Facility, Corporate Credit Card, Export Controlling unit, Export/Seller Facility, Guarantee/Bonds Facility and Standby Documentary Credits Facility and is secured by Pari Passu charge on Current assets and Movable fixed assets, in addition Mr Konark Trivedi, Managing Director providing personal guarantee for ^ 2,775 Lakhs for all facilities excluding all capital markets products and corporate credit card. The Sanctioned limit of cash credit is ^ 2,775.00 lakhs, the rate of interest 5.24% plus a spread 2.35% wil be charged.
14.1 The Company had previously advanced funds to Unitech Golf and Country Club for the purchase of an apartment. Due to construction delays beyond the expected delivery timeline, a full provision for impairment was recognized in the financial year ended March 31, 2024.
Following recent positive developments during the previous and current year, including the reconstitution of the Board of Directors of Unitech Limited by the Government of India and favorable judgments by the Hon'ble Supreme Court of India aimed at protecting homebuyers, construction activities have officially resumed. Consequently, the provision of ^221.01 lakhs , which was earlier created against the advance with Unitech Limited, has been written back in FY 2024-25, and the remaining amount of ^28.69 lakhs of related to the capitalisation of interest has not yet been written back and is expected to be written back upon the handover of physical possession of the flat. The holding company has made further payment of installments amounting ^ 44.23 lakh in FY 2025-26 and ^ 14.68 lakhs in FY 2024-25.
14.2 The retention money is the amount retained by customers against the sales order until the project of the order is completed. Once the project is completed, the customers will return the retention money.
17.1 The above provision includes ^ 242.71 lakhs relating to raw material lying in the premises of a third party (J ob work contracto r ) . Th e se go ods were seale d by the PNB due to the defa ul t comm itted by the said contractor. The company is neithe r a borrower nor a guarantor to the said contractor. Accordi ngly, the illegal a ct of the PNB is contested before the DRT. Since, the assets of the Company ha ve got impoverished over a period of time and have lost their usability the company ha s filed recoverability suit against PNB for which the next hearing date is 10 June 2026.
Currently, full provisioning for the same has been done in the books of accounts.
17.2 Raw materials, components, stores and spares are val ued at lower of cost and net realizable value. Cost of raw materials, components and stores and spares is determi ned on weighted ave rage basis.
32. Govern ment Grant/ P reduction Linked Incentives
(i) During the financial year 2022-23, the Company h ad got the approval under Production Linked Incentive (PLI) Scheme to promote Telecom and Networking products manufacturing in India vide approval letter PLI/GSCV/OUT/17203/M4 dated 31-Oct-2022 wherein the Company is eligible for the incentives as a certain percentage of its Sales of eligible products subject to the fulfilment of the eligibility conditions as mentioned in the approval letter. This is valid for Financial Year 2022-23 to Financial year 2026-27.
(ii) During the Financial Year 2024-25 , on the basis of the amounts pertaining to the Sales Turnover and Investment made by the Company, the Company has also fulfilled the eligibility conditions and was eligible to claim the incentive for the same. Accordingly it recognized amount of ^ 599.15 lakhs, the incentive income based on the calculation of eligible amount of incentives as per the approval letter and the same has been received in Financial Year 2025-26.
(iii) During Financial year 2025-26, as t he incremental sales target has not been achieved. Accordingly, no PLI income has been recogn ized in the books of accounts.
33. Leases
Operating lease: Company as lessee
The Company has entered into an open ended lease agreement for office premises which does not specify a fixed tenure but states that there is monthly rent of Rs. 2 lakhs and these rentals are charged to the statement of profit and loss for the year. There are no restrictions imposed by lease arrangements to the company . There is no contingent rent recognised in the P&L.
Lease rentals recognised in the statement of profit and loss during the period ended 31st March, 2026 is 24 lakhs (March 31, 2025: ^ 24.27lakhs).
38. Corporate Social Responsibility (CS R)
The Company h as co nstttuted Corporate Soci al Resp onsibility Committee in accordance with the provisions of Sectton 1 3 5 of t h e Compani e s Act . T he average net profits of the Company for the last three financial years 2022-2023, 2023-2024 and 2024-25 was ^ 2317.97 lakhs calculated in accordance with the provisions of Sectton 198 read with other applicable provisions of the Companies Act 2013. Further, as per the requirement under Sectton 135 of the Companies Act 2013, at least 2% of the average net profits amounttng to ^ 46.36 lakhs were to be contributed for carrying out Corporate Social Responsibility acttvittes. The CSR expenditure that the company overspent in previous years amounttng to ^ 0.19 lakhs has been carried forward to next financial year. During the year 2025-26, the company has spent a sum of ^ 49.11 lakhs towards hunger and food insecurity and educatton pu rpos e.
(i): For the year ended march 2025, the amount represents the Bank Guarantees exercised by the Company for ongoing p roj e cts a nd c o n s ist s of Performance Bank Guarantees and Advance Bank Guarantees. It includes advance bank guarantees amounting to ^ 329.72 lakhs in Japanese Yen (¥ 581.00 lakhs) and ^ 265.83 lakhs in US Dollar ($ 3.11 lakhs) which were restated in INR as at March 31st, 2025. As at March 31, 2026, no such amount is outstanding.
40.1 The company has received notices for TDS Defaults amounting Rs. 5.77 lakhs relating to FY 2025-26 which is rectifiable in nature.
40.2 The Company has received an order under Section 73 of the CGST Act, 2017 raising a demand of ^1.39 lakh. Based on the facts of the case and legal advice obtained, the Management believes that it has a strong case and expects a favourable o utcome in appeal. Accordingly, no p rovision has been mad e in the books of account in respect of t he aforesaid demand, and the amount has been disclosed as a contingent lia bility, wherever applicable
41. Loans or Advances disclosures
Details of Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013,) either severally or jointly with any other person that are repayable on demand, without specifying the period of repayment.
42. Other Statutory Compliance
(i) No proceedings have been initiated or pending against the company for holding any ben ami property under the Benam i Transactions (Prohibition) Act, 1988 (45 of 1988) and the rul es made thereunder.
(ii) There are no transactions with the companies whose names are struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 during the year ended 31 March 2025.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Com pany has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income dur ing the year in the tax asse ssments under the Income Tax Act, 19 61 (such as, s earch or survey or any other relevant provisions of the I nco me Tax Act, 1961.
(vi) The company is not declared as a wilful defaulter by any bank or financial institution or any other lender.
(vii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
(viii) The Company h as utilised the borrowed funds for the purposes for which the fund is obtained.
(ix) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entities, including foreign entities ("Intermediaries"), with the understanding that the intermediary shall whethe r directly or indirectly lend or i nvest in other persons or e ntities identified in any m anner by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the li ke on behalf of ultimate beneficiaries;
(x) No fun ds have b een received by the company from any pe rson(s) or entities including foreign entities ("Fundin g Parties") with the un derstanding that such company shall whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or provide guarantee, securityor the like on behalf of the Ultimate beneficiaries.
43. Deferred Tax Assets
Du ring the Fina ncial year ended 31 March 2026, t he comp any incurred losses a mo unti ng Rs. 701.77 lakhs. H owever, the Company has continuous profitability in preceding years and based on currently under development projects, orders and future business plans, management is confident of a swift return to profitability in coming financial years. Accordingly, the Deferred Tax Asset has been recognized, as it is certain that sufficient future taxable income will be availa ble to fully utilize th ese car ry-fo rward losses.
44. Based on confirmations received from MSME vendors confirming that they have waived the interest payable to them under the MSMED Act. Accordingly, no accrual of interest payable under the aforesaid Act has been made during the FY 2025-26 and MSME interest related to previous financial years amounting ^ 21.02 lakhs has been reversed during the year.
45. In view of improved sales trends for repeaters, longer procurement lead times, and stringent customer delivery timelines, maintaining adequate inventory levels is essential. With enhanced inventory controls and reduced obsolescence risk, management has reduced provision as a fair reflection of the realizable value of inventory. Accordingly, there is a reversal of provision against inventories amounting to ^161.99 Lakhs during the current year.
"46. During the year, the Company is entitled to an interest subsidy amounting to ^37 Lakhs (Net of administrative cost) under the interest subsidy from UP Electronics Corporation Limited (Nodal Agency from statem Government ) pertaining to previous year. The requisite application / claim in respect of this amount had been duly submitted by the Company to the concerned authorities in an earlier period. The formal Subsidy Agreement in respect of the aforesaid amount was executed and entered on 19th May, 2026. Accordingly, the said amount has been recognised in the books of accounts for the year ended 31 March 2026.In addition to the above, based on the terms of the above agreement and the Company's eligibility, the management has accrued an interest subsidy of ^55.09 Lakhs pertaining to the current financial year in the books of accounts. The aforesaid accrual has been made on a reasonable and prudent basis, in accordance with the applicable terms of the agreement and the matching principle under Generally Accepted Accounting Principles. Consequently, the Finance Costs as disclosed in the Statement of Financial results for the current year are presented net of interest subsidy receivable."
47. Legal Proceedings
The company has initiated legal proceedings against various parties for recovery of dues and such legal proceedings are pending at different stages as at the Balance sheet and are expec ted to materialize in recove ring the dues in the future. Base d o n the review of these accounts by the management, adequate provision has been made for doubtful recovery. Management is hopeful for their recovery. In the opinion of the Management adequate balance is lying in General Reserve / Retained earnings to meet the eventuality of such accounts being irrecoverable.
48. Previous year Figures
Previous year figures have been regrouped / reclassified, where necessary, to conform to this year's classificafion.
49. Subsequent Eve nt
Based on the evaluafion, the Company is not aware of a ny subsequent events or transacfions, t hat wo uld require recogn ifion o r disclosure in the financial statements.
50. Employee Benefits
The company has made provisions for the employees benefits in accordance with the Accounfing Standard (AS) - 15 "E mployee Benefits ". During the year, the company has recognised the following amounts in its financial statements:
b Defined Benefits Plan Gratuity
The Company provides gratuity benefit to employees in India a s per the Payment of G ratuity Act, 1972. Employees who are in co nfinuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable o n d eath/refirement/terminafion is th e employee's last drawn basic salary per month computed proporfionately for 15 days mulfiplied for the number of years of completed service. The gratuity plan is a unfunded plan. The Company has provided a provision of ^ 246.42 lakhs at the end of the year (Previous year ^ 191.42 lakhs) towards gratuity.
Leave Encashment
All employees will be entitled for 15 days of AL in a leave calendar year from the fime they join the organization. If not availed, the balance number of annual leaves at the end of the year will be carried forward and added to the next year's AL balance. The maximum number of annual leave days that can be accumulated in a particular year will be 30. A separate actuarial valuation is carried out for which recognizes each period of service as giving rise to an addifional unit of employee benefit enfitlement and measures each unit separately to build up the final obligafion. The Company has provided a provision of ^ 19.00 lakhs (Previous year ^ 14.61 lakhs) towards leave salary.
The above figures of leave encashment and gratuity expenses also include the expenditure pertaining to the key managerial persons and directors.
51. On November 21, 2025, the Government of India notified provisions of the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020, ('Labour Codes') which consolidate twenty-nine existing labour laws into a unified framework governing employee benefits during employment and post-employment. The Labour Codes, amongst other things, introduced changes including a uniform definition of wages and enhanced benefits relating to leave. The company had assessed the financial implications of these changes which had resulted in increase in gratuity liability arising out of past service cost and increase in leave liability by ^ 41.18 Lakhs. Considering the impact arising out of an enactment of the new legislation is an event of non-recurring nature, the company has presented this incremental amount as "Impact of Labour Codes" under "Extraordinary Item" in the standalone Statement of Profit and Loss for the year ended March 31, 2026. The Company continues to monitor the developments pertaining to Labour Codes and will evaluate impact if any on the measurement of liability pertaining to employee benefits