KYC is one time exercise with a SEBI registered intermediary while dealing in securities markets (Broker/ DP/ Mutual Fund etc.). | No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.   |   Prevent unauthorized transactions in your account – Update your mobile numbers / email ids with your stock brokers. Receive information of your transactions directly from exchange on your mobile / email at the EOD | Filing Complaint on SCORES - QUICK & EASY a) Register on SCORES b) Mandatory details for filing complaints on SCORE - Name, PAN, Email, Address and Mob. no. c) Benefits - speedy redressal & Effective communication   |   BSE Prices delayed by 5 minutes...<< Prices as on Sep 23, 2026 - 10:07AM >>  ABB India 7136.4  [ 0.13% ]  ACC 1251  [ 1.00% ]  Ambuja Cements 390.95  [ 1.18% ]  Asian Paints 2464.2  [ 0.81% ]  Axis Bank 1242.6  [ 0.01% ]  Bajaj Auto 11324.95  [ -0.40% ]  Bank of Baroda 236.45  [ 1.05% ]  Bharti Airtel 1823.4  [ 0.35% ]  Bharat Heavy 426.8  [ 0.13% ]  Bharat Petroleum 314.8  [ 0.25% ]  Britannia Industries 4932.85  [ 0.16% ]  Cipla 1384.2  [ 0.23% ]  Coal India 424.8  [ -0.84% ]  Colgate Palm 1866.1  [ -0.74% ]  Dabur India 393.7  [ 1.38% ]  DLF 675.45  [ 0.61% ]  Dr. Reddy's Lab. 1213.75  [ 0.14% ]  GAIL (India) 172.6  [ 0.47% ]  Grasim Industries 3135.95  [ 0.23% ]  HCL Technologies 1272.35  [ 0.19% ]  HDFC Bank 737.55  [ -0.20% ]  Hero MotoCorp 5400  [ 0.47% ]  Hindustan Unilever 1944.45  [ 0.49% ]  Hindalco Industries 984.45  [ 0.97% ]  ICICI Bank 1336  [ -0.26% ]  Indian Hotels Co. 739.05  [ 0.25% ]  IndusInd Bank 963.6  [ 1.11% ]  Infosys 1024  [ -0.56% ]  ITC 266.05  [ 0.38% ]  Jindal Steel 1157.3  [ 1.65% ]  Kotak Mahindra Bank 415.75  [ 0.79% ]  L&T 3906  [ 0.93% ]  Lupin 2117  [ -0.15% ]  Mahi. & Mahi 3039.4  [ -0.35% ]  Maruti Suzuki India 12200  [ 0.08% ]  MTNL 23.99  [ 1.22% ]  Nestle India 1366.1  [ 0.07% ]  NIIT 90.5  [ 0.89% ]  NMDC 80.79  [ 1.00% ]  NTPC 328  [ 0.31% ]  ONGC 235.25  [ -0.28% ]  Punj. NationlBak 117.65  [ 0.94% ]  Power Grid Corpn. 267.1  [ 0.41% ]  Reliance Industries 1243.7  [ 0.14% ]  SBI 990.8  [ 0.47% ]  Vedanta 268.7  [ 2.56% ]  Shipping Corpn. 281.65  [ 0.41% ]  Sun Pharmaceutical 1846.6  [ 0.14% ]  Tata Chemicals 673.45  [ -0.08% ]  Tata Consumer 987.95  [ 0.20% ]  Tata Motors Passenge 301.35  [ 0.70% ]  Tata Steel 187.15  [ 1.33% ]  Tata Power Co. 368.35  [ 0.41% ]  Tata Consult. Serv. 2093.1  [ -0.61% ]  Tech Mahindra 1549  [ -0.07% ]  UltraTech Cement 11113  [ 1.05% ]  United Spirits 1430.8  [ 2.56% ]  Wipro 164.95  [ -0.33% ]  Zee Entertainment 78.67  [ 0.52% ]  

Company Information

Indian Indices

  • Loading....

Global Indices

  • Loading....

Forex

  • Loading....

FRANKLIN INDUSTRIES LTD.

23 September 2026 | 10:06

Industry >> Trading & Distributors

Select Another Company

ISIN No INE789R01022 BSE Code / NSE Code 540190 / FRANKLININD Book Value (Rs.) 1.22 Face Value 1.00
Bookclosure 04/06/2025 52Week High 1 EPS 0.00 P/E 0.00
Market Cap. 24.68 Cr. 52Week Low 0 P/BV / Div Yield (%) 0.26 / 0.00 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 :2026-03 

Your director’s present the 44th Board Report on the Business and Operations of the Company
along with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2026.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31st March, 2026 and
for the previous financial year ended on 31st March, 2025 is summarized as below:

Particulars

Financial Year
2025-26

Financial Year
2024-25

Revenue from Operations

2,524.86

17,524.46

Other Income

7.45

3.67

Total Revenue

2,532.31

17,528.13

Total Expenses

4,387.03

16,408.17

Profit / Loss before Depreciation, Exceptional and
Extra Ordinary Items and Tax Expenses

(1,854.72)

1,119.96

Less: Depreciation / Amortization / Impairment

(2.72)

(2.68)

Profit / Loss before Exceptional and Extra Ordinary
Items and Tax Expenses

(1,857.44)

1,117.28

Less: Exceptional and Extra Ordinary Items

0.00

0.00

Profit / Loss before Tax Expenses

(1,857.44)

1,117.28

Less: Current Tax

0.00

2.22

Deferred Tax

4.65

(0.45)

Profit / Loss for the Period

(1,862.09)

1,115.51

2. OPERATIONS:

Total Revenue for Financial Year 2025-26 is Rs. 2,532.31 Lakhs compared to the total revenue
of Rs. 17,528.13 Lakhs of previous Financial Year. The Company has incurred Loss before tax for
the Financial Year 2025-26 of Rs. 1,857.44 Lakhs as compared to Profit of Rs. 1,117.28 Lakhs of
previous Financial Year. Net Loss after Tax for the Financial Year 2025-26 is Rs. 1,862.09 Lakhs
as against Net Profit of Rs. 1,115.51 Lakhs of previous Financial Year. The Directors are
continuously looking for the new avenues for future growth of the Company and expect more
growth in the future period.

3. TRANSFER TO RESERVES:

The Loss of the Company for the Financial Year ending on 31st March, 2026 is transferred to
profit and loss account of the Company under Reserves and Surplus.

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2025-26, there was no change in nature of Business of the Company.

5. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2026 is available on the Company’s website at
www.franklinindustries.in.

6. SHARE CAPITAL:A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31st March, 2026 is Rs. 80,00,00,000/-
(Rupees Eighty Crores Only) divided into 80,00,00,000 (Eighty Crores) Equity Shares of Rs.
1.00/- (Rupee One Only) each.

During the year under review, Company had approved to increase authorised share capital
of the company at a face of Rs. 1.00/- (Rupee one only) each from Rs. 30,00,00,000 (Rupees
Thirty Crores) to Rs. 80,00,00,000/- (Rupees Eighty Crores) with the approval of members
of the Company in Extra Ordinary General Meeting held on 28th April, 2025.

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31st March, 2026 is Rs. 77,12,00,000/-
(Rupees Seventy-Seven Crores Twelve Lakh Only) divided into 77,12,00,000 (Seventy-
Seven Crores Twelve Lakh) equity shares of Re. 1.00/- (Rupee One Only) each.

During the year under review,

• Company had allotted of 48,20,00,000 fully paid-up Rights Equity Shares of face
value of ^ 1.00/- each at price of ^ 1.00/-per Rights Equity Share by way of a rights
issue.

7. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do
not recommend any dividend for the Financial Year 2025-26 (Previous year - Nil).

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid
or unclaimed for a period of seven years shall be transferred to the Investor Education and
Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed
dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of
transfer of such unpaid dividend to the said account. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE
OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of
the Company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal,
which would impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the
gap between two meetings not exceeding 120 days to take a view of the Company’s policies
and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 7 (Seven) times viz. 28th May,
2025, 29th May, 2025, 25th July, 2025, 14th August, 2025, 5th September, 2025, 14th

November, 2025 and 14th February, 2026.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the
Companies Act, 2013, to the best of their knowledge and belief the Board of Directors
hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2026 the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there is no material departure from the same;

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 at the end of financial year and of the loss of the
Company for the financial year ended on 31st March, 2026.

c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 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 are operating effectively and;

f. The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as
the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

14. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of
section 186 of the Companies Act, 2013 are provided in the financial statement.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, Company had not entered any transaction with Related Party

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the
Listing Regulations, all Material Related Party Transactions (“material RPTs”) require prior
approval of the shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in
line with Regulation 23 of the Listing Regulations, which is available on the website of the
Company at
www.franklinindustries.in.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit
Committee undertakes quarterly review of related party transactions entered into by the
Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section
177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions
which are repetitive in nature, which may or may not be foreseen, not exceeding the limits
specified thereunder. The transactions under the purview of omnibus approval are reviewed on
quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed the disclosures on Related Party Transactions in prescribed format with
the Stock Exchanges.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company’s current working and future outlook as
per
Annexure - 1.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal
audit cell for its effectiveness. During the financial year, such controls were tested and no
reportable material weaknesses in the design or operations were observed. The Statutory
Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance
with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the
Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

During the year, no reportable material weakness was observed.

Sr. No.

Particulars

Amount

1.

Balance at the beginning of the year

2,206.77

2.

Current Year’s Profit / Loss

(1,862.09)

3.

Other Comprehensive Income

-

4.

Securities Premium Account

1,352.01

Total

1,696.69

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to
ensure smooth operations and effective management control. The Audit Committee also reviews
the adequacy of the risk management frame work of the Company, the key risks associated with
the business and measures and steps in place to minimize the same.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014,
is not given as the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

Sr.

No.

Foreign exchange earnings and outgo

F.Y. 2025-26

F.Y. 2024-25

1.

Foreign exchange earnings

Nil

Nil

2.

CIF value of imports

Nil

Nil

3.

Expenditure in foreign currency

Nil

Nil

4.

Value of Imported and indigenous Raw Materials,
Spare-parts and Components Consumption

Nil

Nil

21. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company
to attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company's Policy on director's appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Section 178 (3) of the Act is available on the website of the Company at
www.franklinindustries.in.

22. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND
JOINT VENTURES:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture.

23. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with the
same.

24. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the details of which would need to
be mentioned in the Board's Report.

25. STATE OF COMPANY'S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in
Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report.
It contains a detailed write up and explanation about the performance of the Company.

26. STATEMENT ON ANNUAL EVALUATION OF BOARDS PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The
Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each
Executive and Non-Executive, Non-Independent Directors. These meetings were intended to
obtain Directors’ inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship
between the Board and the Management, and the openness of the Management in sharing
strategic information to enable Board Members to discharge their responsibilities and fiduciary
duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted
by the Board. The performance evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation
was carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance
evaluation of the Directors individually as well as evaluation of the working of the Board by way
of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:
A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company’s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the policy. The objective of the policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.

28. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees
of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
financial year 2025-26.

29. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant
related party transactions which may have potential conflict with the interest of the Company at
large. Suitable disclosures as required are provided in AS-18 which is forming the part of the
notes to financial statement.

30. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.

Name

Designation

DIN / PAN

1.

Mr. Maheshkumar Jethabhai Patel

Managing Director

10872459

2.

Mr. Peeyush Sethia

Independent Director

09850692

3.

Ms. Apra Sharma

Independent Director

10149103

4.

Mr. Ashishkumar Jayantilal
Kapadiya

Non-Executive & Non-Independent
Director

10212557

5.

Mr. Maheshkumar Jethabhai Patel

CFO

******2e

6.

Ms. Shivi Kapila1

Company Secretary

*******1B

1. Ms. Shivi Kapila resigned from the post of company secretary w.e.f. 2nd June, 2026.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2025-26 and till the date of Board's Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

31. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Peeyush Sethia and Ms. Apra Sharma, Independent Directors of the Company have
confirmed to the Board that they meet the criteria of Independence as specified under Section
149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also
confirmed that they meet the requirements of Independent Director as mentioned under
Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015. The confirmations were noted by the Board.

32. CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and certificate regarding
compliance with the conditions of Corporate Governance are approved to the Annual Report as
Annexure - 2.

33. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed
any deposits during the financial year. Hence, the Company has not defaulted in repayment of
deposits or payment of interest during the financial year.

34. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The
Company has established connectivity with both the Depositories i.e. National Securities
Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and the
Demat activation number allotted to the Company is ISIN: INE789R01022. Presently shares are
held in electronic and physical mode.

35. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board
has carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution
towards development of the Business and various other criteria as recommended by the
Nomination and Remuneration Committee of the Company. The evaluation of the working of the
Board, its committees, experience and expertise, performance of specific duties and obligations
etc. were carried out. The Directors expressed their satisfaction with the evaluation process and
outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non -
Executive Directors were evaluated in terms of their contribution towards the growth and
development of the Company. The achievements of the targeted goals and the achievements of
the expansion plans were too observed and evaluated, the outcome of which was satisfactory
for all the Directors of the Company.

36. AUDITORS:A. Statutory Auditor:

M/s. S S R V & Associates, Chartered Accountants, Mumbai (Firm Registration No.
135901W), were appointed as the Statutory Auditors of the Company for the Financial
Year 2025-26.

The Auditor’s report for the Financial Year ended 31st March, 2026 has been issued with
an unmodified opinion, by the Statutory Auditor and the report is part of the Annual
Report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, has appointed M/s. Dhruvi Patel & Associates, Company Secretaries, as a

Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year
2025-26.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as
Annexure - 3 in Form MR-3.

The report of the Secretarial auditor has not made any adverse remark in their Audit
Report except:

1. The Company had not submitted the Annual Secretarial Compliance Report as the
provisions of Regulation 24A of SEBI LODR Regulations with the Stock Exchange
within the stipulated time. The Company should ensure that compliance w.r.t. all
the Applicable Provisions of Regulations 24A of the SEBI LODR Regulations are
duly complied within stipulated time period in the future events

Reply:

The Management has ensured that it shall take diligent steps for timely
compliances in the future.

2. The Company has not complied with the provisions of Regulation 18 of SEBI
LODR Regulations with respect to Constitution of Audit Committee for the
Quarter Ended 30th June, 2025.

Reply:

Due to inadvertently Company has shown wrong composition of Audit
Committee. Company has filed the correct compositions for subsequent periods
and will file the revised report for the said period. Also Company has ensured that
it shall take diligent steps for true and fair compliances in the future.

3. The Company has not complied with the provisions of Regulation 6(1) of SEBI
LODR Regulations with respect to Appointment of Qualified Company Secretary
as on year ended 31st March, 2025.

Reply:

The Company was in the process of identifying and appointing a suitable qualified
Company Secretary during the said period. After following a due selection and
recruitment process, the Company has appointed a qualified Company Secretary.
Accordingly, the vacancy has been duly filled, and the Company is presently in
compliance with the applicable provisions of the Companies Act, 2013.

4. The Company has not complied with the provisions of Regulation 13(1) of SEBI
LODR Regulations as there was Non-Redressal of Investor Complaints within
stipulated time.

Reply:

The Management has ensured that it will take diligent steps for timely
compliances in the future.

5. The Company has not complied with the provisions of Regulation 44(3) of SEBI
LODR Regulations with respect to Submission of Scrutinized Report to the stock
exchange for the Extraordinary General Meeting held on 28th April, 2025.

Reply:

The Management has ensured that it will take diligent steps for timely
compliances in the future.

6. The Status of the Company shows as SDD Non-Compliant on the Website of BSE.
Reply:

The management informs that due to an unforeseen technical issue/data
corruption in the software system, the existing data could not be retrieved. Upon
identifying the issue, the Company immediately initiated necessary corrective
steps and is presently in the process of installing a new SDD software system to
ensure seamless maintenance of records and continued regulatory compliance.

The Company remains fully committed to adhering to all applicable SEBI
regulations and is taking all necessary measures to strengthen the compliance
mechanism and avoid recurrence of such issues in future.

37. DISCLOSURES:A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 28th May, 2025, 25th July, 2025, 14th August, 2025, 5th September, 2025,
14th November, 2025 and 14th February, 2026 the attendance records of the members of
the Committee are as follows:

Name

Status

No. of the
Committee
Meetings entitled
to attended

No. of the
Committee
Meetings
attended

Mr. Peeyush Sethia

Chairperson

6

6

Mr. Maheshkumar Jethabhai Patel

Member

6

6

Ms. Apra Sharma

Member

6

6

B. Composition of Nomination and Remuneration Committee:

During the year under review, meeting of the members of the Nomination and
Remuneration committee, as tabulated below, was held on 5th September, 2025 the
attendance records of the members of the Committee are as follows:

Name

Status

No. of the
Committee
Meetings entitled

No. of the
Committee
Meetings attended

Mr. Peeyush Sethia

Chairperson

1

1

Ms. Apra Sharma

Member

1

1

Mr. Ashishkumar Jayantilal
Kapadiya

Member

1

1

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meeting of members of Stakeholders' Relationship
committee as tabulated below, was held on 5th September, 2025 and the attendance
records of the members of the Committee are as follows:

Name

Status

No. of the
Committee
Meetings entitled

No. of the
Committee
Meetings attended

Ms. Apra Sharma

Chairperson

1

1

Mr. Peeyush Sethia

Member

1

1

Mr. Ashishkumar Jayantilal
Kapadiya

Member

1

1

38. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to
its employees. Your Directors further state that during the year under review there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by
the Company.

The following no. of complaints was received under the POSH Act and the rules framed
thereunder during the year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

39. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.

40. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not
prescribed maintenance of cost records under section 148(1) of the Act in respect of activities
carried out by the Company.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code 2016.

42. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING
LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

A-207, Corporate Road, Prahlad Franklin Industries Limited

Nagar, Satellite, Jodhpur Char
Rasta, Ahmedabad, Gujarat, India,

380015.

Sd/- Sd/-

Ashishkumar Kapadiya Maheshkumar Patel
Place:
Ahmedabad Director Managing Director

Date: 7th August, 2026 DIN: 10212557 DIN: 10872459