Your directors present their 22nd Annual Report on the Business and Operations of the Company and the Audited Financial Statements for the year ended 31st March 2026.
FINANCIAL RESULTS: Rs. in Lakhs
Particulars
Standalone
Consolidated
For the year ended
March 31, 2026
March 31, 2025
Revenue from Operations
8,683.83
21,935.09
10,607.06
21,938.96
Other Income
295.44
280.76
341.84
283.71
Gross Revenues
8,979.27
22,215.85
10,948.90
22,222.67
Profit before Interest, Depreciation, Tax & Amortization (EBITDA)
-94.43
3,793.66
184.21
3,810.83
Interest
54.28
97.21
54.39
97.30
Depreciation & Amortization
517.17
426.51
520.30
429.27
Exceptional Item
41.18
-
49.06
Prior Period Expenses
-5.28
-5.44
Profit before Tax
-701.78
3,269.94
-434.10
3,284.26
Provision for Tax/Deferred Tax
-334.44
914.19
-277.51
929.24
Profit after Tax
-367.34
2,355.75
-156.59
2,355.02
REVENUES & OPERATIONAL ACHIEVEMENT:
On a standalone basis, the revenue from operations for FY26 stood at Rs. 8,683.83 Lakhs, compared to Rs. 21,935.09 Lakhs in FY25. The Company reported a net loss (PAT) of Rs. 367.34 Lakhs in FY26, as against a profit of Rs. 2,355.75 Lakhs in FY25.
On a consolidated basis, the revenue from operations for FY26 stood at Rs. 10,607.06 Lakhs, compared to Rs. 21,938.96 Lakhs in FY25. The Company reported a net loss (PAT) of Rs. 156.59 Lakhs in FY26, as against a profit of Rs. 2,355.02 Lakhs in FY25.
LISTING WITH STOCK EXCHANGE:
The Company's shares are listed on NSE (SME Platform) under Trading Symbol "Frog". The ISIN code of the Company is INE385O01018. Your Company has paid requisite Annual Listing Fees to National Stock Exchange of India Limited (NSE) where its securities are listed.
The Board of Directors of the Company has proposed to migrate from NSE (SME Platform) to Main Board Platform of NSE in its meeting held on 27th May 2026, subject to the members' approval in the forthcoming Annual General Meeting.
DIVIDEND DISTRIBUTION POLICY:
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Board of Directors of the Company has adopted a Dividend Distribution Policy ('Policy') based on the need to balance the twin objectives of appropriately rewarding the Company's shareholders with a dividend, and of conserving resources to meet its future requirements. The Policy is available on the Company's website at: www.froginno.com
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, your company has added a new main object to their business relating to CCTV Business and altered the MOA accordingly for which the members' resolution has been taken in 21st Annual General Meeting of the Company held on 06th August 2025.
SHARE CAPITAL:
During the year under review there was a change in the issued, subscribed and paid-up capital of the Company as below:
i. Employee Stock Purchase Scheme 2023 (ESPS)
The Board of Directors approved and allotted 25,400 shares on August 06, 2025, to its employees and employees of its subsidiary during the year.
Disclosures required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 relating to Employees Stock Purchase are given in 'Annexure VI' to this Report.
Further, a certificate from the Secretarial Auditors on the implementation of the Company's Employees Stock Incentive Plan will be available at the ensuing Annual General Meeting for inspection by the members.
The authorised share capital of your Company as on March 31, 2026 stood at Rs. 16,10,00,000 divided into 1, 61, 00, 000 equity shares of face value of Rs. 10/-each.
The issued, subscribed and paid-up share capital of your Company as on March 31, 2026 stood at Rs. 15,55,43,000/- divided into 1,55,54,300 equity shares of face value of Rs. 10/- each.
DIVIDEND:
The Board of Directors has not recommended any dividend for the current financial year as the profits are conserved to fund the future plans of the Company.
EXTRACT OF ANNUAL RETURN:
In accordance with section 134(3)(a) of the Act, the annual return as referred to in section 92(3) of the Companies Act, 2013 for the financial year under
review shall be placed on the website of the Company under the Investor Updates section
Website link:
https://www.froginno.com/investors.html
DEMATERIALIZATION OF SHARES:
Company's shares are in dematerialization form with National Security Depository Limited (NSDL) and Central Depositary Services (India) Limited (CDSL)
RESEARCH AND DEVELOPMENT (R&D)
The Company continues to place strong emphasis on Research and Development (R&D) as a key driver of innovation, technological advancement, and sustain competitive advantage. The R&D function enables the Company to design and develop advanced telecom and digital connectivity solutions catering to evolving industry requirements.
The Company operates a dedicated R&D facility approved by the Department of Scientific and Industrial Research (DSIR), Government of India, demonstrating its commitment to innovation and structured research practices.
The R&D team is focused on the development of inhouse technologies and products, particularly in the areas of wireless communication and telecom infrastructure. This has enabled the Company to manufacture a wide range of products including digital RF repeaters, IBS accessories, antennas, network accessories, and active DAS solutions.
During the year, the Company has further strengthened its R&D capabilities by focusing on emerging technologies and next-generation solutions, such as:
o AI-driven surveillance systems (AI EYE) o 5G deployment and network solutions o CCTV and smart security products o Defence related communication
technologies
These initiatives are aligned with the Company's strategy to diversify its product portfolio and expand into high-growth technology segments.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from the public as defined under Chapter V of the Companies Act, 2013 and the Rules made thereunder.
DETAILS OF FRAUD REPORTED BY AUDITORS:
During the year under Review, no details of fraud were reported by auditors of the company under Section 143(12) of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the period under review, the Company has not made any loan, guarantee or investment in terms of provisions of Section 186 of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-IV.
There are no employees employed throughout the financial year who are in receipt of remuneration of Rs. 1,02,00,000 or more, or employed for part of the year in receipt of Rs. 8,50,000 or more a month, under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 & its amendment thereto, therefore there is no statement annexed.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
In line with the requirements of the Companies Act 2013 and the SEBI Listing Regulations, the Company has adopted a policy on Related Party Transactions (RPT Policy'). The RPT Policy is available on www.froginno.com
During the year under review, all the transactions entered into by the Company with the Related Parties were at arm's length and in the ordinary course of business. These transactions were preapproved by the Audit Committee including all Independent Directors on the Audit Committee.
Details of Related Party Transactions entered into by the Company for FY 2025-26, have been disclosed in Note no. 52 and 47 to the Standalone and Consolidated Financial Statements respectively forming part of this Annual Report.
The Company did not have any material contracts or arrangements with Related Parties in terms of Section 188(1) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence does not form part of this Report.
AUDITORS:Statutory Auditor
M/s Singhi Chugh & Kumar; Chartered Accountants, (FRN No - 013613N), Delhi, were appointed as Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting held in FY 2023 until the Annual General Meeting of the Company to be held for FY 2028, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.
Secretarial Auditor
The Board has appointed Mr. Sanjay Chugh, Company Secretary in Practice, to conduct a Secretarial Audit for the FY 2025 - 26. The Secretarial Audit Report of the Company as prescribed under Section 204 of the Companies Act, 2013, for the FY ended March 31, 2026, is annexed herewith as "Annexure V" to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.
Internal Auditor
Pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. R G P & Co. LLP., Chartered Accountants, (FRN No -
005945C/C400352), as Internal Auditor of the Company for the financial year 2025-26 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.
The role of internal auditors includes but is not limited to review of internal systems, standard operating procedures, adherence to statutory laws & other operational norms, as set by the management, monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, etc.
During the Financial Year 2025-26 the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013
COST RECORDS
The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Companies Act, 2013 ("the Act") and the rules framed thereunder, and accordingly, the Company has made and maintained such cost accounts and records.
AUDITORS REPORT:
The Audit for FY 2025-26 was conducted by M/s Singhi Chugh & Kumar; Chartered Accountants, (FRN No - 013613N) and there are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY:
In accordance with the provision of Section 135(9) of the Companies Act, 2013, if the amount to be spent by a company under sub-section (5) does not exceed Rs. 50 lakhs, the requirement for constitution of CSR Committee shall not be applicable and thus the CSR committee constituted previously stands dissolved. The functions of such Committee shall be discharged by the Board of Directors of the Company.
An Annual Report on CSR containing particulars as per annexure prescribed in the CSR Rules made thereunder is annexed herewith as Annexure III.
DETAILS OF BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEE MEETINGS:
Your Company has an appropriate mix of executive, non-executive and Independent Directors to maintain its independence, and separate its functions of governance and management. As on 31st March, 2026 the Board comprised of 7 (Seven) members, consisting of 1 (One) Managing Director, 2 (Two) Executive Directors, 1 (One) Non-Independent Non - Executive Director, 3 (Three) Independent Directors and none of the directors are disqualified under Section 164 of the Companies Act 2013.
In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.
During the period under review, the following changes took place:
1. Mr. Kamal Nath has tendered resignation from the post of Independent Director of the Company with effect from 23rd January, 2026
2. Ms. Suchita Vishnoi has been appointed as the Independent Director of the Company with effect from 23rd January, 2026.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Satish Bhanu Trivedi will retire by rotation at the ensuing annual general meeting and is eligible, offers himself for reappointment. A resolution seeking approval from the members for the re-appointment of Mr. Satish Bhanu Trivedi as director of the Company shall be placed before the members of the Company at the ensuing annual general meeting of the Company.
KEY MANAGERIAL PERSONNEL
o In accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the KMP's of the Company as on the date of this report are as below: -
S. No.
Name of the Key Managerial Personnel
Designation
1.
Mr. Konark Trivedi
Managing Director
2.
Mrs. Sonal Trivedi
Whole Time Director
3.
Mr. Tarun Tularam Sharma
4.
Mr. Umesh Singh
Dy. Chief Executive Officer
5.
Mr. Charan Jeet Kalra
Chief Financial Officer
6.
Mr. Rajat Sharma
Dy. Company Secretary & Compliance Officer
SUMMARY OF THE BOARD & COMMITTEE COMPOSITION, PARTICULARS OF DIRECTORS, NUMBER OF MEETINGS ATTENDED BY EACH BOARD MEMBER:
A. Board Composition: -
Composition and Category of Directors as of March 31, 2026 is as follows:
Category No. of Directors
Executive Directors 3 (Three)
Non-Executive Director 4 (Four)
Particulars of Director:
S.No.
Name of Directors
Category
Executive Director - MD
Executive Director - WTD
Mr. Satish Bhanu T rivedi
Non-Executive Director
Mr. Barathy Sundaram
Independent Director
Mr. Ajay Kalayil Chacko
7.
Ms. Suchita Vishnoi
Board Meetings:
Attendance of each Director at the Board Meetings and the last AGM held during the year 2025-26:
No. of Board meeting attended
Last AGM attendance (Y/N)
8
Y
Mr. Satish Bhanu Trivedi
2
N
Mr. Kamal Nath (Resigned w.e.f. 23-01-2026)
3
Ms. Suchita Vishnoi (Appointed w.e.f. 23-01-2026)
NA
Number of Board Meetings held:
There were Eight Board Meetings held during the year as per below stated dates: -
Date of Meeting
Total Number of Directors as on the date of meeting
Number of Directors attended the meeting
20th May 2025
7
6
26th June 2025
07th July 2025
06th August 2025
04th September 2025
5
13th November 2025
23rd January 2026
8.
27th February 2026
Board Committee Meetings:
Audit Committee
There were Five Audit Committee Meetings held during the year as below:-
Total Number of members as on the date of meeting
Number of members attended the meeting
Nomination & Remuneration Committee
There were three Nomination & Remuneration Committee Meeting held during the year as below:
4
Stakeholder Relationship Committee
There was one Stakeholder Relationship Committee Meeting held during the year as below: -
25th March 2026
A. Name and Designation of Compliance Officer:
Mr. Rajat Sharma - Deputy Company Secretary COMMITTEES OF THE BOARD
The Company has the following Committees of the Board of Directors. The details of various committees and members are given below:
1. AUDIT COMMITTEE:
The Audit Committee of the Board of Directors was constituted with the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015
The Audit Committee comprises of the following Members:-
Name of the Director
Status
Nature of Directorship
Chairman
Member
During the Financial Year 2025-26, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.
2. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Company has constituted a Stakeholders' Relationship Committee pursuant to the provisions of Section 178(5) of the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
The stakeholders' Relationship Committee comprises of the following Members: -
3. NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and Section 178 of the Companies Act 2013.
The Nomination & Remuneration Committee comprises of the following Members:-
Managing Director and Chairman
SHAREHOLDERS MEETING:
Postal Ballot: The Board of Directors in its meeting held on September 04, 2025 approved the Postal Ballot Notice for Change in Name of the Company from Frog Cellsat Limited to Frog Innovations Limited. The Members have approved the items of such postal Ballot Notice vide Special Resolutions passed on October 07, 2025.
AGM: The 21st Annual General Meeting (AGM) of the company was held on August 06, 2025.
COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
In order to ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and any other applicable provisions, the Nomination and Remuneration Committee of the Board of Directors of the Company have formulated the Nomination and Remuneration Policy.
The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.
The Nomination and Remuneration Policy of your Company have been made available on the website of the Company i.e. www.froginno.com
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the Financial Year 2025-26, i.e., on 25th March 2026. Meeting of the Independent Directors was conducted in an informal manner without the presence of the Chairman, Managing Director, NonExecutive Directors, Chief Financial Officer and the Company Secretary & Compliance Officer.
DECLARATION OF INDEPENDENT DIRECTORS:
As on March 31, 2026 the following Directors on your Board were Independent:
1. Mr. Barathy Sundaram - Independent Director
2. Mr. Ajay Kalayil Chacko - Independent Director
3. Ms. Suchita Vishnoi - Independent Director
Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the 3 (three) Independent Directors, of the Company pursuant to Section 149(6) of the Companies Act, 2013, as may amended from time to time, after undertaking due assessment of the veracity of the same and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The certificates of Independence received from all the Independent Directors have been duly noted by the Board.
BOARD EVALUATIONS:
Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors by way of providing questionnaires which are pivotal for strategic direction and improvement in governance of the company at board level.
In a separate meeting of independent directors, performance of non-independent directors,
performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
Your Company has no associate or joint venture company. The Company has below Wholly Owned Subsidiaries:-
1. Frog Tele Private Limited
2. Frog Services Private Limited
3. GORF UK Limited
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
Information required under Section 134 (3) (m) of the Companies Act, 2013 is given to this report Annexure I.
REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURE
In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and its subsidiary companies, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of our consolidated subsidiaries in the prescribed format AOC-1 is annexed as "Annexure - II" to the Board Report. The statement also provides details of the performance and financial position of each of the subsidiaries.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as no dividend was declared and paid during the year ended 31st March, 2026.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Company complied with the applicable Secretarial Standards i.e., SS-1 and SS-2 with respect to Board Meetings and General Meetings
respectively specified by the Institute of Company Secretaries of India.
VIGIL MECHANISM:
Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors and Employees of the Company. The Policy is available on the internal employee portal and the website of the Company.
SIGNIFICANT REGULATORY OR COURT ORDERS:
During the Financial Year 2025-26, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.
DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has formulated and adopted a policy on prevention of sexual harassment at workplace. During the year under report, no complaint relating to sexual harassment was received by the Company. The Internal Complaints Committee (ICC) has been constituted as per the Sexual Harassment of Women (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members with relevant experience.
A senior woman employee is the presiding officer of the ICC, with women comprising half of its total membership.
(a number of complaints of sexual harassment received in the year - Nil
(b) number of complaints disposed of during the year -Nil
(c) number of cases pending for more than ninety days - Nil
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.
The Company is committed to providing a supportive and inclusive workplace for all employees. In line with the provisions of the Maternity Benefit Act, 1961. The Company ensures that all eligible women employees are granted paid maternity leave and other prescribed benefits.
During the year under review, no women employees availed maternity leave.
The Company also provides flexible working arrangements and nursing breaks to support employees in balancing work and family responsibilities.
CREDIT RATING
The CRISIL Limited has issued grading as CRISIL SME 1 to the company which indicates 'Highest' level of Creditworthiness in relation to other SMEs valid from July 02, 2025, to July 01, 2026.
POLICIES OF THE COMPANY:
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Company's website, www.froginno.com.
The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:
Sr.
No.
Name of the Policy
Brief Particulars of the Policy
Risk Management Policy
The Company has in place a Risk Management Policy. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
Corporate Social Responsibility Policy
The Company has formulated the Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company. This Policy outlines the Company's strategy to bring about a positive impact on society through activities and programs relating to education, sanitation, environment, etc.
Policy for determining Material Subsidiaries
This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company to comply with the requirements of Regulation 16(1) (c), Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
Nomination and Remuneration Policy
This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
Whistle Blower Policy / Vigil Mechanism
Your Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons.
Policy on Prevention of Sexual Harassment at Workplace
Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
Policy on Related Party Transactions
This Policy regulates all transactions between the Company and its Related Parties.
8 .
Dividend Distribution Policy
This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect
9.
Policy for Maintenance and Preservation of Documents
The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
10.
Policy on Criteria for determining Materiality of Events
This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
11 .
Code of Conduct for Insider Trading
This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
12 .
Code of Conduct for the Board of Directors and Senior Management Personnel
Your Company has in place a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove.
Requisite annual affirmations of compliance with the Code have been received from the Directors and Senior Management of the Company. A declaration signed to this effect by Mr. Umesh Singh, Deputy Chief Executive Officer, is enclosed as Annexure-VII
13 .
Policy for Insider T rading
This Policy prohibit an Insider from Trading in the securities of a company listed on any stock exchange when in possession of any unpublished price sensitive information in accordance with Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report have been given separately and forms part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations, which are well supplemented by surveillance of Internal Auditor. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas. The details in respect of internal financial control and their adequacy are included in management discussion and analysis report forming part of this report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
As required under section 134 (5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:-
o The applicable Accounting Standards have been followed in preparation of annual accounts. o The accounting policies selected were applied consistently and the judgments and estimates made 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; o Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
o The Annual Accounts for the year ended 31st March, 2026 have been prepared on a going concern basis;
o Internal financial controls have laid down by the company and that such internal financial controls are adequate and were operating effectively; o Company has proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
GENERAL DISCLOSURES:
o For the financial year ended 31st March, 2026, the Company has transferred loss of Rs. 367.34 (In Lakhs) to Reserves.
o No material changes and commitments occurred between the end of financial year 2025-26 and the date of this report which may affect the financial position of the Company. o The Company has established process to identify, assess, monitor and mitigate key financial, operational, business & compliance risks. o The Company has laid down adequate internal financial controls over financial reporting to be followed by the Company and such internal financial controls were operating effectively. o During the year, company has not received any complaints from shareholders or investors. o There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year as at the end of the financial year.
o Your director state that the disclosure in respect of issue of Employee Stock Purchase Scheme 2023 (ESPS) have been given in Annexure VI and no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Issue of Equity Shares with differential rights as to dividend, voting rights or otherwise.
b) Buy-back of equity shares from existing Equity Shareholders.
c) Issue of Bonus Shares.
d) Preferential Allotment of shares.
DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL NSTITUTIONS ALONG WITH THE REASONS THEREOF
The requirement to disclose the details of difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking loans from the Banks or Financial
Institutions along with the reasons thereof, is not applicable.
ADDITIONAL INFORMATION
The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Annual Accounts. The Notes to the Accounts referred to the Auditors' Report are self-explanatory and therefore do not call for any further explanation.
The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries. The Audited Annual Accounts and related information about the Company's subsidiaries will be made available upon request. These documents will also be available for inspection during all days except Saturdays, Sundays and public holidays from 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company's Corporate Office.
ACKNOWLEDGEMENT:
Your directors would like to express their sincere appreciation for the continued support and cooperation received from all stakeholders. The Board is grateful to the Company's customers, suppliers, business partners, and shareholders for their trust and confidence in the Company.
The Directors also place on record their appreciation for the guidance and support received from various Government authorities, regulatory bodies, financial institutions, and banks.
The Board expresses its deep sense of gratitude to the employees at all levels for their dedication, commitment, and valuable contributions towards the growth and success of the Company.
The Directors look forward to the continued support of all stakeholders in the future.