The Directors of your Company have pleasure in presenting their 62nd Annual Report of the business and operations of the Company along with the Audited Financial Statements for the year ended 31st March, 2026.
1. FINANCIAL RESULTS:
The financial performance of your Company for the year ended 31st March, 2026 is as under:- (H in Lakhs)
|
PARTICULARS
|
Standalone
|
Consolidated
|
|
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
Revenue from operations (Net)
|
5,395.91
|
5,611.33
|
1,224.06
|
2,277.62
|
|
Other Income
|
185.53
|
185.66
|
185.53
|
185.66
|
|
Income from Associates
|
-
|
-
|
21,723.85
|
25,453.08
|
|
Profit before Depreciation, Interest & Tax (PBDIT)
|
5,378.45
|
5,178.74
|
22,930.45
|
27,298.11
|
|
Interest and Financial expenses
|
4.83
|
-
|
4.83
|
-
|
|
Profit before Depreciation and Tax (PBDT)
|
5,373.62
|
5,178.74
|
22,925.62
|
27,298.11
|
|
Depreciation & Amortisation Expenses
|
0.72
|
0.72
|
0.72
|
0.72
|
|
Profit before Tax (PBT)
|
5,372.90
|
5,178.02
|
22,924.90
|
27,297.39
|
|
Provision for Tax - Current
|
1,323.55
|
1,014.20
|
1,323.55
|
1,014.20
|
|
- Deferred Tax
|
0.08
|
482.82
|
0.08
|
482.82
|
|
Profit after tax (PAT)
|
4,049.27
|
3,680.99
|
21,601.27
|
25,800.37
|
|
Other Comprehensive Income
|
660.26
|
(1,582.58)
|
777.12
|
(1,557.47)
|
|
Total Comprehensive Income
|
4,709.53
|
2,098.41
|
22,378.39
|
24,242.90
|
|
Balance brought forward
|
69,885.41
|
68,682.78
|
3,29,890.36
|
3,06,297.41
|
|
Profit available for appropriation
|
74,594.94
|
70,781.19
|
3,52,268.75
|
3,30,540.31
|
|
Appropriations:
|
|
|
|
|
|
Proposed Dividend on Equity Shares
|
159.58
|
159.58
|
159.58
|
159.58
|
|
Transfer to Statutory Reserve
|
809.85
|
736.20
|
809.85
|
736.20
|
|
Closing balance of surplus
i.e. Balance in Statement of Profit & Loss
|
73,625.51
|
69,885.41
|
3,51,602.64
|
3,29,890.36
|
|
Earnings per share (H)
|
|
|
|
|
|
- Basic
|
126.88
|
115.34
|
676.83
|
808.40
|
|
- Diluted
|
126.88
|
115.34
|
676.83
|
808.40
|
2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A. FINANCIAL ANALYSIS
i. STANDALONE
During the year under review, your Company has registered Revenue from Operations of H5,395.91 lakhs as compared to H5,611.33 lakhs in the previous year. The Company earned other income of H185.53 lakhs during the year as against H185.66 lakhs during last year.
PROFITABILITY:
The Company earned profit before depreciation, interest and tax of H5,378.45 lakhs as against H5,178.74 lakhs in the previous year. After providing for depreciation of H0.72 lakhs (Previous Year H0.72 lakhs), finance cost of H4.83 lakhs (Previous Year Nil), provision for current tax H1,323.55 lakhs (Previous Year H1,014.20 lakhs), deferred tax H0.08 lakhs (Previous Year H482.82 lakhs), the net profit from operations worked out to H4,049.27 lakhs as compared to H3,680.99 lakhs in the previous year.
The balance available for appropriation after adding balance in surplus account is H74,594.94 lakhs. Out of this, a sum of H159.58 lakhs has been appropriated towards dividend, H809.85 lakhs is proposed to be transferred to special reserve account and the balance of H73,625.51 lakhs is proposed to be carried as surplus to the balance sheet.
Return on Net Worth for the financial year 2025-26 is increased from 3.91% to 4.11% on account of increase in net profits during the year.
ii. CONSOLIDATED
During the year under review, your Company has registered Revenue from Operations of H1,224.06 lakhs as compared to H2,277.62 lakhs in the previous year. The Company earned other income of H185.53 lakhs during the year as against H185.66 lakhs during last year.
PROFITABILITY:
The Company earned profit before depreciation, interest and tax of H22,930.45 lakhs as against H27,298.11 lakhs in the previous year. After providing for depreciation of H0.72 lakhs (previous year H0.72 lakhs), finance cost of H4.83 lakhs (Previous Year Nil), provision for current tax H1,323.55 lakhs (previous year H1,014.20 lakhs), deferred tax H0.08 lakhs (previous year H482.82 lakhs), the net profit
from operations worked out to H21,601.27 lakhs as compared to H25,800.37 lakhs in the previous year.
The balance available for appropriation after adding balance in surplus account is H3,52,268.75 lakhs. Out of this, a sum of H159.58 lakhs has been appropriated towards proposed dividend, H809.85 lakhs is proposed to be transferred to special reserve account and the balance of H3,51,602.64 lakhs is proposed to be carried as surplus to the balance sheet.
B. RESOURCES UTILISATION:
a) Fixed Assets: The Net Block as at 31st March, 2026 was H318.02 lakhs as compared to H318.74 lakhs in the previous year.
b) Current Assets: The current assets as on 31st March, 2026 were H98,211.83 lakhs as against H93,178.37 lakhs in the previous year.
C. FINANCIAL CONDITIONS & LIQUIDITY: (H in Lakhs)
|
PARTICULARS
|
2025-26
|
2024-25
|
|
Cash and Cash equivalents:
|
|
|
|
Beginning of the year
|
49.18
|
284.70
|
|
End of the year
|
41.95
|
49.18
|
|
Net cash provided (used) by:
|
|
|
|
Operating Activities
|
3,596.99
|
2,783.96
|
|
Investing Activities
|
(3,443.81)
|
(2,859.02)
|
|
Financial Activities
|
(160.41)
|
(160.46)
|
D. BUSINESS OUTLOOK:
Vardhman Holdings Limited primarily earns its income from investments. The Company's strategy is to adopt a systematic approach of investment into different asset classes namely debt, equity & real estate and to keep the portfolio dynamic as per the changing market conditions. Company's current portfolio consists of investments into debt, equity and real estate.
E. MANAGEMENT PERCEPTION OF RISK AND CONCERNS:
The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and effective manner. The Company is a NBFC registered with RBI and mainly engaged in investment activities. It follows a strategy of adopting a systematic approach to investment into different asset classes and keeping the portfolio dynamic as per the changing market conditions. The Company
is prone to all the financial risks and capital market fluctuations.
3. DIVIDEND:
The Board of Directors in its meeting held on 23rd May, 2026 has recommended a dividend of H5 per share on the fully paid up Equity Shares of the Company.
4. PUBLIC DEPOSITS:
The Company has not accepted and does not intend to accept any deposits from the public. As at 31st March, 2026, there are no outstanding/unclaimed deposits from the public.
5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government after the completion of seven years from the date of transfer to the Unpaid Dividend Account of the Company. The shareholders whose dividends have been transferred to the IEPF Authority can claim their dividend from the Authority. The unclaimed or unpaid dividend relating to the Financial Year 2018-19 is due for remittance in the month of November, 2026 to the IEPF established by the Central Government.
Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority. The Company has sent notice to all shareholders whose shares are due to be transferred to the IEPF Authority and has also published requisite advertisement in the newspapers in this regard.
The detail of these shares are also provided on the website of the Company at www.vardhman.com.
6. CONSOLIDATED FINANCIAL STATEMENT:
In accordance with the Companies Act, 2013 and Indian Accounting Standard IND AS-110 on Consolidated Financial Statements read with IND AS-28 on 'Accounting for Investments in Associates' the Audited Consolidated Financial Statements are provided in the Annual Report.
7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any subsidiary/ material subsidiary and joint venture. Further, during the year, no
company has become or ceased to be subsidiary, joint venture or associate of the Company. The details of the financials of the associate companies for the year 2025-26 are as follows:-
Vardhman Textiles Limited (VTXL)
Vardhman Textiles Limited (VTXL) is an Associate Company of the Company. The Company holds 28.99% shares of VTXL as on 31st March, 2026. VTXL is engaged in manufacturing of world class textiles. During the year, the Revenue from Operations (Consolidated) of the VTXL was H9,869.05 crore as compared to H9,784.88 crore in the previous year. VTXL has a Net Profit after comprehensive income (Consolidated) of H757.47 crore as compared to H887.56 crore in the previous year.
Vardhman Spinning and General Mills Limited (VSGM)
Vardhman Spinning and General Mills Limited is an Associate Company of the Company. Your Company holds 50% shares of VSGM as on 31st March, 2026. However, during the year, the Company has not traded any goods and as such there is no revenue from operations.
8. DIRECTORS:
Liable to retire by rotation: In accordance with the provisions of the Articles of Association of the Company, Mr. Vikas Kumar, Director of the Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.
Cessation from Directorship: During the year, Mr. Rajeev Kumar Mittal and Mrs. Pooja Mehta, Independent Directors, ceased to be Directors of the Company w.e.f. 24th September, 2025 and 28th September, 2025 respectively on completion of their term of appointment.
Appointment of Independent Directors: During the year under review, Mrs. Anila Nair and Mr. Parampal Singh were appointed as Independent Directors of the Company for a term of consecutive three (3) years each w.e.f. 5th August, 2025. Their appointments were further approved by the Members of the Company in the Annual General Meeting held on 24th September, 2025.
Re-appointment of Directors: During the year, Mr. S.P. Oswal was re-appointed as Managing Director of the Company for a period of three (3) years with effect from 9th August, 2025.
Declaration by Independent Directors:
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.
Your Board confirms that in its opinion the Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications. All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon (IICA) as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and shall undergo online proficiency self-assessment test, if applicable, within the time prescribed by the IICA.
Familiarization programmes for Board Members:
At the time of appointing a Director, a formal letter of appointment is given, which inter-alia includes the role, function, duties and responsibilities expected from him/her as a Director of the Company and necessary documents, reports and internal policies to enable him/ her to familiarise with the Company and it's procedures and practices. Periodic presentations are made at the Board, Committees meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved etc. Updates on relevant statutory changes on important laws are periodically presented or circulated to the Board. The Directors are also explained in detail the compliances required from them under the Act, the SEBI Regulations and other relevant Laws and Regulations.
The details of the Familiarization Programme conducted for the Board members of the Company are available on the Company's website at the link: https://www.vardhman. com/Document/Report/Company%20Information/ Policies/Vardhman%20Holdings%20Ltd/Familisation_ Program_for_Board_Members.pdf
Annual Evaluation of the Board Performance:
The meeting of Independent Directors of the Company for the financial year 2025-26 was held on 23rd March, 2026 to evaluate the performance of Non-Independent Directors, Chairperson of the Company and the Board as a whole.
The evaluation was done by way of discussions on the performance of the Non- Independent Directors, Chairman and Board as a whole.
A policy on the performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of non-executive directors and executive directors has been formulated by the Company.
9. NOMINATION AND REMUNERATION POLICY:
In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Policy of the Company has been duly approved and adopted by the Board pursuant to recommendation of Nomination and Remuneration Committee of the Company and may be accessed on the website of the Company at the link: https:// www.vardhman.com/Document/Report/Company%20 Information/Policies/Vardhman%20Holdings%20Ltd/ Nomination_and_Remuneration_Policy.pdf. As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are as under:
a) Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommending to the Board their appointment and removal.
b) Formulating the criteria for determining qualifications, positive attributes and independence of a Director and evaluating the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director.
c) Recommending to the Board, policy relating to remuneration of Directors (Whole time Directors, Executive Directors etc.), Key Managerial Personnel and other employees while ensuring the following:
i. That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.
ii. That relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
iii. That remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate of the working of the Company and its goals.
d) Formulating the criteria for evaluating performance of Board and all the Directors.
e) Devising a policy on diversification of Board.
f) Determining whether to extend or continue the term of appointment of the independent director on the basis of the report of performance evaluation of independent directors.
g) Recommending to the Board remuneration payable to senior management.
10. KEY MANAGERIAL PERSONNEL (KMP):
In compliance with the provisions of Section 203 of the
Companies Act, 2013, following are the KMPs of the
Company as on 31st March, 2026:
|
S.
No.
|
Name
|
Designation
|
|
1.
|
Shri Paul Oswal
|
Chairman & Managing Director
|
|
2.
|
Poorva Bhatia
|
Chief Financial Officer
|
|
3.
|
Sandeep*
|
Company Secretary
|
#Mr. Ankit Singla, Company Secretary, has left the services of the Company and was relieved w.e.f. the close of Business hours on 17th November, 2025 and Mr. Sandeep has been appointed as a Company Secretary in his place w.e.f. 10th February, 2026.
11. NUMBER OF BOARD MEETINGS:
During the year under review, the Board met five (5) times and the intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013. The details of Board Meetings are set out in Corporate Governance Report which forms part of this Annual Report.
12. AUDITORS AND AUDITORS' REPORT:
Statutory Auditors:
M/s K.C. Khanna & Co., Chartered Accountants (Registration No. 000481N) were appointed as the Statutory Auditors of the Company for a period of five consecutive years starting from the conclusion of 58th Annual General Meeting till the conclusion of 63rd Annual General Meeting of the Company.
Further, the Statutory Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the accounting year ended 31st March, 2026.
This Auditors' Report is self explanatory and requires no comments.
Secretarial Auditor:
M/s. Khanna Ashwani & Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the Company by the Board of Directors in its meeting held on 23rd May, 2025, for a consecutive term of 5 years w.e.f. financial year 2025-26. The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013, for the financial year ended 31st March, 2026. This Report is self-explanatory and requires no comments and it forms part of this report as Annexure - I.
Cost Auditors
Under the provisions of Section 148(1) of the Companies Act, 2013, maintenance of cost records is not applicable to the Company.
13. AUDIT COMMITTEE:
Composition of Audit Committee:
The Audit Committee consists of three Independent Directors i.e. Mr. Devendra Bhushan Jain, Mr. Manjul Pahwa and Mr. Parampal Singh. Mr. Devendra Bhushan Jain is the Chairman of the Committee and Company Secretary of the Company is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.
Apart from the Audit Committee, the Company has also constituted other Board level Committees as mandated by applicable laws. Details of the Committees, along with their composition, charters and meetings held during the year, are provided in the 'Corporate Governance Report', which forms a part of this Report. Further, during the FY 2025-26, the Board has accepted all the recommendations of its Committees.
14. VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating Whistle Blower Policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct by way of direct access to the Chairman/ Chairman of the Audit Committee.
The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.
The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Company's website at the link:
https://www.vardhman.com/Document/Report/
Company%20Information/Policies/Vardhman%20
Holdings%20Ltd/Vigil_Mechanism_and_Whistle_Blower_
Policy.pdf
15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility & Sustainability Report of the Company for the FY 2025-26 is available on the Company's website at the link: https://www.vardhman. com/Document/Report/Compliances/BRR/Vardhman%20 Holdings%20Ltd/BRSR_2025-26.pdf
16. DIVIDEND DISTRIBUTION POLICY (DDP):
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to formulate a DDP. Accordingly, a DDP was adopted to set out the parameters and circumstances that will be taken into account by the Board in recommending the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The policy is available on the Company's website at the link: https://www.vardhman.com/Document/Report/ Company%20Information/Policies/Vardhman%20 Holdings%20Ltd/Dividend_Distribution_Policy.pdf
17. CORPORATE GOVERNANCE:
The Company has in place a system of Corporate Governance. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the report on Corporate Governance.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR): Vision & Core areas of CSR: Your Company is committed to and fully aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the Companies Act, 2013. The Company's vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for a quality value addition and constructive contribution in building a healthy and better society through its CSR related initiatives and focus on education, environment, health care and other social causes.
CSR Policy: The CSR policy of the Company indicating the activities to be undertaken by the Company, as approved by the Board, may be accessed on the Company's website at the link:
https://www.vardhman.com/Document/Report/
Company%20Information/Policies/Vardhman%20
Holdings%20Ltd/Corporate_Social_Resonsibility_
Policy.pdf
During the year, the Company has spent H2.14 lakhs on CSR activities.
The disclosures related to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and forms part of this report as Annexure - II.
19. RISK MANAGEMENT:
The Risk Management Policy required to be formulated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.
The Risk Management policy may be accessed on the Company's website at the link:
https://www.vardhman.com/Document/Report/
Company%20Information/Policies/Vardhman%20
Holdings%20Ltd/Risk_Management_Policy.pdf
20. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
A report on the Internal Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 as given by the Statutory Auditors of the Company forms part of Independent Auditor's Report on Standalone Financial Statements as Annexure - B and Independent Auditor's Report on Consolidated Financial Statements as Annexure - A.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link:
https://www.vardhman.com/Document/Report/
Company%20Information/Policies/Vardhman%20
Holdings%20Ltd/Related_Party_Transactions_Policy.pdf
Your Directors draw attention of the Members to Note no. 27 to the standalone financial statements which sets out related party disclosures.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statements (Please refer to Note no. 6 to the standalone financial statements).
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars with respect to conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable.
24. ANNUAL RETURN
In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at the link: https:// www.vardhman.com/Investors/Compliances
25. HUMAN RESOURCES /INDUSTRIAL RELATIONS:
The Company is not carrying on any manufacturing activity and no workers were employed during the year.
26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The disclosures in respect of managerial remuneration as required under Section 197 (12) read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of this report.
A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of this report.
All the above details are provided in Annexure - III.
Since the Company has no holding or subsidiary Company, no particulars are required to be given pursuant to the provisions of section 197(14) of the Companies Act, 2013.
27. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.
28. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility statement:-
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
b. appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2026 and of the profit of the Company for the year ended on 31st March, 2026;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. the internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
29. GENERAL DISCLOSURES:
Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transaction on these items during the year under review:
1. Change in nature of Business of the Company.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
4. No fraud has been reported by the Auditors to the Audit Committee or the Board.
5. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
6. There was no instance of one time settlement with any Bank or Financial Institution.
Further, your Directors state that the Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there was no complaint filed under the said Act. The Company is also in regular compliance of the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and the Maternity Benefit Act, 1961.
In addition to this, all the policies as required under the Act or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been formulated by the Company and are available on the website of the Company, links whereof are provided in the 'Corporate Governance Report', which forms part of this report.
30. ACKNOWLEDGEMENT:
Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers, Business Constituents and Shareholders for their continued and valuable co-operation and support to the Company and look forward to their continued support and co-operation in future too.
They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees of the Company during the year.
For and on Behalf of the Board
Sd/-
Dated: 23rd May, 2026 (S.P. Oswal)
Place: Ludhiana Chairman & Managing Director
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