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Company Information

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EMPIRE INDUSTRIES LTD.

24 October 2025 | 12:00

Industry >> Glass & Glass Products

Select Another Company

ISIN No INE515H01014 BSE Code / NSE Code 509525 / EMPIND Book Value (Rs.) 523.43 Face Value 10.00
Bookclosure 15/09/2025 52Week High 1599 EPS 57.42 P/E 18.65
Market Cap. 642.51 Cr. 52Week Low 922 P/BV / Div Yield (%) 2.05 / 2.33 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Directors hereby present their Annual Report together
with the Audited Accounts of the Company for the year ended
31st March, 2025.

1. financial results:

Year ended

Year ended

Particulars

31.03.2025

31.03.2024

Amount

Amount

in Lakh

in Lakh

Income:

Revenue from Operations

67696.87

60601.58

Other Income

1486.43

2477.53

Total Revenue

69183.30

63079.11

Expenditure

Cost of Materials Consumed

8476.73

8103.54

Cost of Project

3168.53

3746.04

Purchase of Stock-in-Trade

19069.73

15304.03

Changes in Inventories of
Finished goods
and Stock-in-Trade

422.70

82.69

Employee Benefit Expenses

12053.12

12776.25

Finance Costs

2727.16

2678.04

Depreciation and
Amortization Expenses

1724.68

1646.99

Other Expenses

17540.02

14174.86

Total Expenses

65182.67

58512.45

Profit/(Loss) before
exceptional and tax

Exceptional items

4000.63

4566.66

Profit / (Loss) before tax

4000.63

4566.66

Tax Expenses

(1) Current Tax

970.00

700.00

(2) Deferred Tax

(414.34)

166.32

555.66

866.32

Profit after tax

3444.97

3700.34

Other comprehensive

income

Items that will not be
reclassified to profit or loss

(560.62)

(519.82)

Total comprehensive income
for the period

2884.35

3180.52

Appropriated as under:

Proposed Dividend

1499.99

1499.99

General Reserve

1384.36

1680.53

Total amount appropriated

2884.35

3180.52

Earnings per equity
share (for discontinued &
continuing operations)

a) Basic

57.42

61.67

b) Diluted

57.42

61.67

2. DIVIDEND:

Your Directors are pleased to recommend a Dividend of
Rs. 25/- per equity share of face value of Rs.10/- each for
the year ended 31st March, 2025 subject to the approval
of the Members at the Annual General Meeting on 22nd
September, 2025. This will be paid on or after 22nd
September, 2025 to the Members whose names appear
in the Register of Members, as on the Record Date i.e.
Monday, September 15, 2025. The total dividend for the
financial year will absorb Rs. 1499.99 Lakh (Previous
Year Rs. 1499.99 Lakh) recommended by the members of
the Board and to be approved in the General Meeting.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members w.e.f. April 1, 2020
and the Company is required to deduct tax at source
(TDS) from dividend paid to the Members at prescribed
rates under section 194 of the Income-tax Act, 1961.

The Board has recommended dividend based on the
parameters laid down in the Dividend Distribution Policy
and dividend will be paid out of the profits for the year. The
Dividend Distribution Policy, in terms of Regulation 43A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) is available on the
Company’s website.

3. OPERATIONS:

The Division-wise details are given below:

A. vitrum glass

Vitrum Glass is a leader in manufacturing and
marketing high-quality glass bottles for the
pharmaceutical industry in India and overseas. Its
fully automated plant at Vikhroli produces over 1.9
million bottles daily (5ml to 650ml).

Major clients include Merck India, GlaxoSmithKline,
Abbott India, Cipla, Ajanta Pharma, Zydus, Himalaya,
Dr. Reddy’s, Aristo, Dabur, Cadila, Wardex, and
Emami.

The division achieved a turnover of Rs. 250.07
crores, with exports of Rs. 47.58 crores. Margins
faced pressure due to rising fuel and input costs, but
strong performance is expected in the coming year.

B. EMPIRE MACHINE TOOLS (EMT)

The division recorded highly encouraging order
inflows across Defense, Automotive, Steel, Off-
Highway Vehicles, Renewable Energy, and Aerospace
sectors. “Book and Bill” orders with advances
ensured positive cash flow and steady profitability,
further supported by exchange rate variation gains.

The “Make in India” initiative boosted private sector
defense and aerospace orders, though government
order finalization was slower due to complex approval
processes. Revenue from shipments remained strong.

The outlook for FY 2025-26 is promising with a
robust order pipeline and a focus on enhanced local
sales and service components. Anticipated minimum
advances of 20-30% will help maintain cash flow.
Key sectors include Renewable Energy, Aerospace,
Defense, Power Generation, Automotive, Off-
Highway Industries, Railways, Steel, Nuclear Power,
Research Institutes, and Machine Tools. Target
customers are OEMs and Tier 1 suppliers using
trusted product lines from Europe, Japan, and South
Korea.

C. EMPIRE INDUSTRIAL EQUIPMENT (EIE)

The division had a challenging year as several large
project orders were postponed or dropped. However,
prospects for FY 2025-26 are bright, with strong
order expectations from Ports & Shipyards, Oil &
Gas, and Steel & Metallurgy sectors.

Growing private investments, major government
initiatives, and projects such as Petronet LNG and
Bina Refinery expansion signal significant future
growth. Notable orders include breakthroughs from
JSW and JM Baxi and emission control equipment for
SAIL, Bokaro Steel Plant supported by expansions
from Tatas and JSW.

EIE is well-positioned for growth with solid invoicing
and collection performance.

D. EMPIRE VENDING (GRABBIT )

Grabbit continued to strengthen its position through
innovation and enhanced user experiences. The
solution offers smart, cashless vending systems for
modern workplaces, integrating digital wallets,
centralized management, and data-driven inventory
systems to support wellness-oriented, tech-savvy
environments.

Emperia 1900, the hygiene vertical, expanded
its footprint in institutional sectors by providing
advanced cleaning and disinfection solutions
leveraging Smart Micellar Technology and 5th Gen
Quat Chemistry. Emphasis remains on supporting

initiatives such as Swachh Bharat through innovative
products and comprehensive partner training.

e. empire industrial centrum

Spread across 35 acres, Empire Industrial Centrum
continues to set new standards in design, construction,
and delivery. The project is registered under RERA in
phases, with Phases 1 to 4 delivered, Phases 5 and 6
under construction, and Phase 7 launched.

Detailed building-wise status is as follows:

Phase

Category

Building

Name

RERA Start
Date

OC Date

1

Industrial

Gupta

14.08.2017

15.06.2018

1

Industrial

Pala

14.08.2017

15.06.2018

1

Residential

Dwarka

14.08.2017

15.06.2018

1

Residential

Takshashila

14.08.2017

15.06.2018

1

Residential

Ujjain

14.08.2017

07.02.2020

2

Residential

Rajagriha

21.06.2019

06.09.2021

3

Residential

Madurai

23.03.2020

21.03.2024

3

Residential

Patliputra

23.03.2020

21.03.2024

4

Industrial

Rashtrakuta

23.03.2020

21.02.2024

5

Residential

Kannauj

26.09.2022

-

5

Residential

Somnath

26.09.2022

-

6

Industrial

Maurya

12.12.2022

-

7

Industrial

Chola

21.02.2024

-

7

Industrial

Maratha

21.02.2024

-

The upcoming Chikhloli railway station near the
project site is expected to drive sales and collections
significantly. Plans to launch a commercial building
within the Centrum will further strengthen growth.

F. THE EMPIRE BUSINESS CENTRE (TEBC)

TEBC offers premium serviced and furnished office
spaces in Mumbai’s Lower Parel and Airoli. The
Lower Parel centre achieved strong occupancies
following a lobby upgrade, while Airoli maintained
stable revenues and premium positioning.

The co-working market remains strong, supported
by corporate return-to-office trends and rapid new
economy growth. TEBC is actively exploring further
expansion opportunities in Mumbai and other key
CBDs.

g. empire commercial property

This division manages prime properties in Lower
Parel and Vikhroli, comprising around 10 lakh sq. ft.
of commercial and IT office space.

The Vikhroli IT/ITES park is fully occupied, and
Lower Parel maintains 98% occupancy.

Major clients include HDFC Bank, Zee Entertainment,
ICICI Bank, CNBC TV18, and TCPL.

h. empire foods

Empire Foods remains India’s largest importer
and distributor of frozen and chilled foods for the
HORECA sector.

Strong growth was recorded, led by dairy products
and an increased market share in imported cheese.

With more product launches planned and strong sales
momentum, continued growth is expected in the
coming year.

4. capital expenditure

The major Capital Expenditure is on account of Plant &
Machinery Rs. 176.58 Lakh (Rs.232.61 Lakh), Vehicles
Rs.271.06 Lakh (Rs. 241.92 Lakh), Office Equipment
Rs.96.89 Lakh (Rs.123.17 Lakh), Furniture & fixtures
Rs.41.80 Lakh (Rs. 15.59 Lakh) and Software Rs.24.98
Lakh (Rs. 8.49 Lakh).

5. share capital

During the year under review, there was no change
in authorized share capital of the Company. The total
authorized capital is Rs.15.50 Crore and paid-up equity
share capital of your Company is Rs.6 Crore.

6. extract of the annual return

Pursuant to Section 134 (3) (a) of the Companies Act
2013 read with the Companies (Management and
Administration) Amendment Rules 2020 vide notification
dated 28.08.2020, the draft annual return prepared in
accordance with Section 92(3) of the Companies Act,
2013 is made available on the website of the Company
and can be accessed at
http://www.empiremumbai.com/
AnnualReport,zip
,

7. number of meetings of the board

During the year four Board Meetings on 22/05/2024,
05/08/2024, 13/11/2024 and 03/02/2025 were convened
and held. The details of Board and Committee meetings
are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.

The Independent Directors met on February 3, 2025,
without the attendance of Non-Independent Directors and
members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors,
the Committees and the Board as a whole along with the
performance of the Chairman of your Company, taking
into account the views of Executive Directors and Non¬
Executive Directors and assessed the quality, quantity
and timeliness of flow of information between the
management and the Board that is necessary for theBoard
to effectively and reasonably perform their duties.

8. directors’ responsibility statement

Pursuant to the requirement under Section 134(3)(c)
of the Companies Act, 2013, with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards had
been followed along with proper explanation relating to
material departures.

(b) the directors had 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
as at March 31, 2025 and of the profit and loss of the
company for that period;

(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud
and other irregularities.

(d) the directors had prepared the annual accounts on a going
concern basis.

(e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively.

“Internal Financial Controls” means the policies and
procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including
the adherence to company’s policies, the safeguarding
of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial
information.

(f) the directors had devised proper systems to ensure
compliances with the provisions of the applicable laws
and that such systems were adequate and operating
effectively.

9. statement on declaration given 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 laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the Listing
Regulations.

10. company’s policy on directors’
appointment and remuneration

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection

and appointment of Directors, Senior Management and
their remuneration including criteria for determining
qualifications, positive attributes, independence of a
Director and other matters provided under sub-section
(3) of section 178 relating to the remuneration for the
Directors, key managerial personnel, and other employees.
As required by the rule 5 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
the prescribed details are annexed to this report.

11. explanations or comments bythe board

ON EVERY QUALIFICATION, RESERVATION OR

adverse remark

There is no qualification, reservation or adverse remark
or disclaimer made -

(i) by the auditor in his report; and

(ii) by the Company Secretary in practice in her
secretarial audit report.

12. particulars of loans, guarantees or
investment

There are no loans given, guarantees issued or investments
made to which provisions of Section 186 are applicable to
the Company.

13. corporate governance

As per Regulation 34(3) and 53(f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and the Listing Agreement with the Stock Exchange,
a separate section on corporate governance practices
followed by the Company, together with a certificate
from the Company’s Secretarial Auditor confirming
compliance forms an integral part of this Report.

secretarial standards:

The Institute of Company Secretaries of India has
mandated compliance with the Secretarial Standards
on Board Meetings and General Meetings. During the
year under review, the Company has complied with the
applicable Secretarial Standards.

14. particulars of contracts or
arrangements with related parties

All related party transactions that were entered into
during the financial year were on an arm’s length basis
and were in the ordinary course of business. There are no
materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons who may have
a potential conflict with the interest of the Company at
large. All Related Party Transactions are placed before

the Audit Committee, which has been reviewed by it and
approved by the Board. Prior omnibus approval of the
Audit Committee is obtained on an annual basis for the
transactions which are of a foreseen and repetitive nature
and also been done at arm’s length basis. The transactions
entered into pursuant to the omnibus approval so granted
are audited and a statement giving details of all related
party transactions is placed before the Audit Committee
and the Board of Directors for their approval on a
quarterly basis. None of the Directors has any pecuniary
relationships or transactions vis-a-vis the Company.
The report of the Board in respect of the particulars of
contracts or arrangements with related parties referred to
sub-section (1) of section 188 in Form AOC-2 is annexed
to this report as
Annexure D.

15. conservation of energy, technology
absorption and foreign exchange
earnings and outgo

Information pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, relating to the foregoing matters
is given in the
Annexure - A forming part of this report.

16. report on risk management policy

The Risk Management Committee with its members
performs its activities according to the Risk Management
Policy finalized by the Board indicating the development
and implementation of Risk Management.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

initiatives

The Company has developed and implemented the CSR
policy to carry out activities in health and education and
also formed KARO Trust which has been registered
on 12.03.2015 with Charity Commissioner, Mumbai
for this purpose. The policy is put up on Company’s
website. CSR report as per the provision of section 135
of the Companies Act, 2013 is annexed to this report as
Annexure -B.

18. annual evaluation by the board of its
own performance

Pursuant to the provisions of the Companies Act, 2013
and the SEBI (LODR) Regulations 2015 as amended
from time to time, the Board has carried out an annual
performance evaluation of its own performance, the
directors individually as well as the evaluation of the
working of its Audit, Nomination & Remuneration and
other committees. The manner in which the evaluation
has been carried out has been explained in the Corporate
Governance Report.

19. transfer of shares/unpaid/unclaimed
amounts to iepf

Pursuant to the provisions of Section 125 of Companies
Act, 2013 the Unclaimed Dividend, Fixed Deposits and
interest thereon which remained unpaid/unclaimed for a
period of 7 years have been transferred by the Company
to the Investor Education and Protection Fund (IEPF)
established by the Central Government pursuant to
Section 125 of the Companies Act, 2013.

As per provisions of Section 125(6) of the Companies
Act, 2013 read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (“the Rules”) notified by the Ministry of
Corporate Affairs effective from September 7, 2016,
the Company is required to transfer all shares in respect
of which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more in the
name of Investor Education and Protection Fund (IEPF)
Suspense Account established by the Central Government.
Accordingly, the Company has transferred shares to IEPF
Authority.

20. vigil mechanism / whistle blower
policy

The Company has a vigil mechanism to deal with instance
of fraud and mismanagement, if any. The details of the
Whistle Blower Policy is explained in the Corporate
Governance Report and also posted on the website of the
Company.

21. prevention of sexual harassment at
workplace

As per the requirement of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (‘Act’) and Rules made thereunder,
the Company has constituted Internal Committees (IC).
While maintaining the highest governance norms, the
Company has appointed external independent persons,
who have done work in this area and have requisite
experience in handling such matters. During the year,
no complaint with allegations of sexual harassment was
received by the Company. In order to build awareness in
this area, the Company has been conducting programmes
in the organisation on a continuous basis.

a) Number of sexual harassment complaints received
during the year : Nil

b) Number of complaints resolved during the year : Nil

c) Number of cases pending for more than ninety days -
Nil

22. declaration under maternity benefit
act, 1961

The Company has complied with the requirements of
Maternity Benefit Act, 1961 and affirm that the Company
is in full compliance with this legislation. The Company
is committed to foster a safe, equitable, and supportive
workplace for women during and after pregnancy.

23. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read
with Rule, 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
annexed to this report marked as
Annexure -C.

The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. Further, the report and the
accounts are being sent to the Members excluding the
aforesaid annexure. In terms of Section 136 of the Act,
the said annexure is open for inspection and Any Member
interested in obtaining a copy of the same may write to
the Company Secretary.

24. DIRECTORS

Re-appointment of Mr. Kabir Malhotra (DIN :
07019714) as an Executive Director

At the meeting of board of directors held on August 13,
2025, based on the recommendation of Nomination &
Remuneration Committee, the re-appointment of Mr.
Kabir Malhotra (DIN : 07019714) as Whole Time Director
designated as an Executive Director of the Company has
been approved for a further period of 5 (five) years from
the expiry of his present term of office, that is, with effect
from October 1, 2025 subject to the approval of members
at ensuing annual general meeting.

In accordance with the provisions of the Companies Act,
2013, and the Articles of Association of the Company,
Mr. Kabir Malhotra having Director Identification
Number 07019714, retire by rotation at this Annual
General Meeting and being eligible offer himself for re¬
appointment.

Appointment of Mr. Sujoy Sengupta (DIN: 07644326)
as Independent Director of the Company

The Board of Directors, at its meeting held on August 13,
2025, based on the recommendation of the Nomination
& Remuneration Committee, have appointed Mr. Sujoy
Sengupta (DIN: 07644326) as an Independent Director of
the Company for a first term of 5 (five) consecutive years

with effect from September 22, 2025 upto September

21, 2030 (both days inclusive), subject to the approval
of the Members of the Company by way of Special
Resolution. Accordingly, approval of the Members is
being sought at the ensuing AGM for his appointment.
Mr. Sujoy Sengupta is a person of high repute, integrity
and has rich and varied experience which will be an
invaluable input to the Company’s strategic direction and
decision making. His contributions and guidance during
the deliberations at the Board and Committee meetings
have been of immense help to the Company. Pursuant to
the provisions of Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, Mr. Sujoy
Sengupta (DIN: 07644326) is required to pass an online
proficiency self-assessment test conducted by the ‘Indian
Institute of Corporate Affairs’.

Appointment of Mrs. Bhavna Damodar Prabhu
(DIN: 11147367) as Woman Independent Director of
the Company

The Board of Directors, at its meeting held on August 13,
2025, based on the recommendation of the Nomination
& Remuneration Committee, have appointed Mrs.
Bhavna Damodar Prabhu (DIN: 11147367) as Woman
Independent Director of the Company for a first term of

5 (five) consecutive years with effect from September

22, 2025 upto September 21, 2030 (both days inclusive),
subject to the approval of the Members of the Company
by way of Special Resolution. Accordingly, approval of
the Members is being sought at the ensuing AGM for
her appointment. Mrs. Bhavna Damodar Prabhu is a
person of high repute, integrity and has rich and varied
experience which will be an invaluable input to the
Company’s strategic direction and decision making. Her
contributions and guidance during the deliberations at the
Board and Committee meetings have been of immense
help to the Company. Pursuant to the provisions of Rule

6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014, Mrs. Bhavna Damodar Prabhu
(DIN: 11147367) is required to pass an online proficiency
self-assessment test conducted by the ‘Indian Institute of
Corporate Affairs’.

Completion of tenure of Mr. Subodh Chandra, Non¬
Executive Independent Director of the Company

The tenure of Mr. Subodh Chandra (DIN : 02076844),
Non-Executive Independent Director of the Company
has been completed on 27th September, 2025, who was
re-appointed as an Independent Director of the Company
for his 2nd term in annual general meeting held on 28th
September, 2020.

The Board appreciated for his crucial leadership and
his rich knowledge base through which the company
immensely benefitted. The Board of Directors and the
Management of the Company expressed deep appreciation
and gratitude to Mr. Subodh Chandra for his extensive
contribution and stewardship.

The tenure of his directorship and membership in various
committees of Mr. Subodh Chandra has been ended on
27th September, 2025.

25. subsidiaries, joint venture or associate
companies

There are no companies which have become or ceased to
be its subsidiaries, joint ventures or associate companies
during the year.

26. details relating to fixed deposits

The details relating to deposits covered under Chapter V
of the Act -

(a) Accepted during the year: Rs 2257.06 Lakh.

(b) Remained unpaid or unclaimed as at the end of the
year: Rs. 183.47 Lakh.

(c) 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-

(i) At the beginning of the year: Nil

(ii) Maximum during the year: Nil

(iii) At the end of the year: Nil

Deposits received from Directors amounting to Rs.
1171.73 Lakhs and from NRO amounting to Rs. 260.00
Lakh , which are exempted deposits and not covered under
the provisions of sections 73 to 76 of the Companies Act,
2013 as amended from time to time.

27. details of significant and material
orders passed by the regulators

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company’s operations in future.

28. DETAILS IN RESPECT OF ADEQUACY OF

internal controls

The Company conducts its business with integrity and
high standards of ethical behavior and in compliance with
the laws and regulations that govern its business. The
Company has a well-established framework of internal
controls in operation, supported by standard operating
procedures, policies and guidelines, including suitable
monitoring procedures and self-assessment exercises.
In addition to external audit, the financial and operating
controls of the Company at various locations are
reviewed by the Audit Committee of the Board. The Audit
Committee reviews the adequacy and effectiveness of
the implementation of audit recommendations including
those relating to strengthening Company’s management
policies and systems.

As required by the Companies Act 2013, the Company
has implemented an Internal Financial Control (IFC)
Framework. Section 134(5)(e) requires the Directors

to make an assertion in the Directors Responsibility
Statement that the Company has laid down internal
financial controls, which are in existence, adequate and
operate effectively. Under Section 177(4)(vii), the Audit
Committee evaluates the internal financial controls and
makes a representation to the Board. The purpose of the
IFC is to ensure that policies and procedures adopted
by the Company for ensuring the orderly and efficient
conduct of its business are implemented, including
policies for and the safeguarding its assets, prevention and
detection of frauds and errors, accuracy and completeness
of accounting records, and timely preparation of reliable
financial information.

29. AUDITORS

Members of the Company at the 121st AGM held on
September 21, 2022, approved the re-appointment M/s. A.
T. Jain & Co., Chartered Accountants (Firm Registration
No.103886W), as the Auditors of the Company for a
further period of five years from the conclusion of the
ensuing 121st AGM till the conclusion of the 126th AGM.

In terms of the provisions relating to statutory auditors
forming part of the Companies Amendment Act, 2017,
notified on May 7, 2018, ratification of appointment
of Statutory Auditors at every AGM is no more a legal
requirement. Accordingly, the Notice convening the
ensuing AGM does not carry any resolution on ratification
of appointment of Statutory Auditors.

The report of the Statutory Auditor forms part of the
Integrated Report and Annual Accounts for financial
year 2024-25. The said report does not contain any
qualification, reservation, adverse remark or disclaimer.
During the year under review, the Statutory Auditors
did not report any matter under Section 143(12) of the
Act, therefore no detail is required to be disclosed under
Section 134(3)(ca) of the Act.

30. secretarial audit report

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed Ms. Deepa Gupta, Practicing
Company Secretary, to undertake the Secretarial Audit of
the Company. The Report of the Secretarial Audit Report
is annexed to this report.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought as the ensuing AGM Ms. Deepa Gupta, Practicing
Company Secretary (C. P. No. 8168) (Peer Review
Number: 2027/2022)) has been appointed as a Secretarial
Auditor to undertake the Secretarial Audit of your
Company for the first term of five consecutive financial
years from FY 2025-2026 till FY 2029-2030. Ms. Deepa
Gupta, Practicing Company Secretary has confirmed that
she is not disqualified to be appointed as a Secretarial
Auditor and is eligible to hold office as Secretarial Auditor
of your Company.

31. cost auditors

Pursuant to Section 148 of the Companies Act, 2013
read with The Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit records
maintained by the Company in respect of its Construction
activity is required to be audited. Your Directors had, on
the recommendation of the Audit Committee, appointed
M/s. Vinay Mulay & Co. to audit the cost accounts of
the Company for the financial year 2025-2026 on a
remuneration of Rs. 1,50,000/-. As required under the
Companies Act, 2013, the remuneration payable to the
cost auditor is required to be placed before the Members
in a general meeting for their ratification. Accordingly,
a Resolution seeking Member’s approval for the
remuneration payable to M/s. Vinay Mulay & Co., Cost
Auditors is included at Item No. 4 of the Notice convening
the Annual General Meeting.

32. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company’s officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

33. CYBER SECURITY

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the
processes, technology controls are being enhanced in-line
with the threat scenarios. Your Company’s technology
environment is enabled with real time security monitoring
with requisite controls at various layers starting from end
user machines to network, application and the data.

During the year under review, your Company did not face
any incidents or breaches or loss of data breach in cyber
security.

34. ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for
the abundant assistance and co-operation received by the
Company from its workers, staff, officers, Consortium
Banks, members and other Government Bodies during
the year under review.

The Directors also recognize and appreciate all the
employees for their commitment, commendable efforts,
teamwork, professionalism and continued contribution to
the growth of the Company.

On Behalf of the Board of Directors

S. C. MALHOTRA
Chairman
DIN:00026704

Place: Mumbai
Date: 13/08/2025