Admach Systems Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the Companys Eighteenth Annual Report (Post-IPO) together with the audited financial statements for the financial year ended March 31, 2026.

In compliance with the applicable provisions of the Companies Act, 2013, (the Act), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review.

1. Financial summary or highlights/performance of the Company:

The Companys financial performance on a standalone basis for the year ending March 31, 2026, is summarized below:

(Amount in Lakhs Indian Rupees)

Particulars	Financial Year 2025-26	Financial Year 2024-25
Revenue from operations	6,890.99	5,335.82
Other income	93.04	34.23
Total Income	6,904.03	5,370.05
Less: Operating expenditure	5,614.68	4,306.22
Less: Other Expenses other than depreciation and interest	-	-
Profit before interest, depreciation, and amortization	1,369.34	1,063.83
Less: Finance Cost	85.67	169.93
Less: Depreciation and Amortization	78.97	61.85
Profit before exceptional item and extraordinary item	1,204.71	832.05
Exceptional and extraordinary item	-	-
Profit before tax after exceptional item and extraordinary item	1,204.71	832.05
Less: Current Tax	205.67	197.93
Less: Deferred tax	(7.14)	(1.97)
Less: Earlier Year Tax Expenses	4.90	5.84
Profit after tax for the Year	1,001.28	630.25

On a standalone basis, the revenue from operations for the current financial year was ? 6,890.99 lakhs, higher by 29.15% over the previous years revenue from operations of ? 5,335.82 lakhs.

The profit attributable to shareholders (excluding exceptional items) for the current financial year was ? 1,001.28 lakhs, as against ? 630.25 lakhs in the previous financial year, registering a growth of 58.87%.

2. State of companys affairs and future outlook:

During the year under review, and pursuant to the resolutions duly passed by the Members of the Company at the Extraordinary General Meeting convened on June 12, 2025, the Company resolved to approach the capital market with an Initial Public Offer (IPO) of 17,82,600 (Seventeen Lakh Eighty-Two Thousand Six Hundred Only) Equity Shares of Face value of ? 10/- (Rupees Ten) each (Equity Shares) for cash at a price of ? 239/- (Rupees Two Hundred and Thirty-Nine Only) per Equity Share (including a share premium of ? 229/- per Equity Share). This offering was conducted through the Book Building Process, in compliance with applicable laws, with the intent of offering these shares to the public.

The IPO was open for public subscription from December 23, 2025 to December 26, 2025 which was oversubscribed by more than 4.13 times. The strong subscription was driven by significant participation from Retail Investors, Non-Institutional Investors and Qualified Institutional Buyers (QIBs). The allotment of shares was finalized on December 29, 2025 in consultation with the Bombay Stock Exchange (BSE), which served as the Designated Stock Exchange, as per the regulatory framework governing such issuances.

Subsequent to the submission of the Companys application, the BSE granted its final approval for the listing and commencement of trading on the BSE SME platform, effective from December 31, 2025, under the scrip code 544669. This has enhanced the Companys visibility, strengthened its governance framework, and provided access to capital markets for future growth.

The Company recorded steady growth in revenue and profitability during the year, supported by operational efficiencies and prudent financial management.

3. Transfer to reserves:

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for the period under review in the retained earnings. The closing balance of the retained earnings of the Company for the financial year 2025-2026 after all appropriation and adjustments was ? 6,366.20 lakhs.

4. Dividend:

In view of the Companys ongoing strategic growth initiatives and the planned capital expenditures, the Board has resolved not to recommend any dividend for the financial year 2025-26, with a view to conserving resources for reinvestment into the business.

5. Change in Nature of Business:

During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale, or disposal of any of its existing businesses or having off any segment or division.

6. Material changes and commitments if any affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report:

No material changes and commitments, affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this report.

7. Capital structure of the Company:

a. Authorised Share Capital:

During the year under review, there was no change in the authorized share capital of the Company, which was ? 10,00,00,000/- (Rupees Ten Crore Only) comprising of 1,00,00,000 (One Crore) Equity shares of ? 10 each.

b. Issued, Subscribed & Paid-Up Capital:

At the beginning of the financial year the issued, subscribed and paid-up share capital of the Company was 49,90,200 shares of ? 10/- each, amounting to a capital of ? 4,99,02,000/-

During the year under review, the Company through its Initial Public Offer, issued and allotted 17,82,600 equity shares at ? 10 each, with a premium of ? 229 per share. This increased the Companys paid-up share capital to ? 6,77,28,000. The Company was listed on the BSE-SME platform of the Bombay Stock Exchange on December 31, 2025.

Further, during the period under review, your Company has neither bought back any of its securities nor issued any Sweat Equity Shares, shares with Differential Voting rights or shares under Employee Stock Option Plan. There has been change in the voting rights of the shareholders pursuant to issue of shares to public in IPO.

8. Transfer of unclaimed dividend to Investor Education and Protection Fund:

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

9. Particulars of Loans, Guarantees, and Investments:

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

10. Corporate Governance:

Pursuant to the provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to listed entity which has listed its specified securities on the SME Exchange.

The Companys shares being listed on the SME Platform of BSE, the provisions pertaining to Corporate Governance are not applicable. Accordingly, the separate report on the Corporate Governance does not form part of this Boards Report.

11. Names of companies which have become or ceased to be its Subsidiaries, joint Ventures, or associate companies during the year

The Company does not have any Subsidiary, joint venture, or Associate Company.

12. Public Deposits:

During the year under review, the Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on 31st March 2026.

13. Particulars of contracts or arrangements with related parties:

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companys website and can be accessed https://admach.co.in/Policies.html

The Policy intends to ensure that proper reporting, approval, and disclosure process are in place for all transactions between the Company and related parties. During the financial year 2025-26, all contracts, arrangements and transactions entered into with related parties, including any material modifications thereof, were in the ordinary course of business and on an arms length basis, and were approved by the Audit Committee in accordance with the applicable regulatory requirements.

Further, none of the transactions during the year were material in nature which require approval of the shareholders under Section 188(1) of the Companies Act, 2013 read with Regulation 23(4) of the SEBI Listing Regulations.

Accordingly, the disclosure of particulars of contracts/arrangements with related parties in Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Moreover, the details of related party transactions, as required under the applicable accounting standards have been disclosed in the Notes to the Financial Statement forming part of this Annual Report.

14. Directors and Key Managerial Personnel

(a) BOARD OF DIRECTORS

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance, and leadership to the Company.

As on March 31, 2026, we have six (6) Directors on our Board maintaining an optimum balance of Executive and Non-Executive Directors, of whom one (1) is Managing Director, two (2) are Executive Directors, one (1) is Non-Executive Non-Independent Director and two (2) are Independent Directors.

Our Board comprises of two (2) Women Directors. The details of the Directors are as follows:

Sr. No.	Name of the Director	DIN	Category
1.	Ajay Longani	01974794	Chairman and Managing Director
2.	Rajni Longani	02020206	Executive Director
3.	Mahesh Longani	10716385	Executive Director
4.	Sonal Longani	10821843	Non-Executive Non-Independent Director
5.	Atul Dange	01904840	Independent Director
6.	Abhishek Singh	10376530	Independent Director

In the opinion of the Board, all the Directors, including the Directors re-appointed during the year under review possess the requisite qualifications, experience and expertise, holding high standards of integrity. The criteria for determining qualification, positive attributes and independence of a director is provided in the Nomination and Remuneration Policy, which can be accessed on the Companys website at https://admach.co.in/Policies.html

Retirement by rotation and subsequent reappointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Mahesh Longani (DIN: 10716385) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment for the approval of the members. A resolution seeking Members approval for his re-appointment along with other required details forms part of the Notice convening the 18th AGM scheduled to be held on September 28, 2026

(B) Key Managerial Personnel:

During the year under review, Mr. Mahesh Longani resigned from the office of Chief Financial Officer with effect from April 1, 2025, to streamline working arrangements, and continued to serve as a Director of the Company.

Subsequently, to comply with Section 203 of the Companies Act, 2013, the Board, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Shivdas Shinde as Chief Financial Officer with effect from April 1, 2025.

The following are the Key Managerial Personnel of the Company as on March 31, 2026:

1. Mr. Ajay Longani, Chairman and Managing Director

2. Mr. Shivdas Shinde, Chief Financial Officer

3. Mr. Aniruddha Deshmukh, Company Secretary and Compliance Officer

Further, Mr. Shivdas Shinde resigned from the office of Chief Financial Officer with effect from May 16, 2026, citing pre-occupation and personal reasons, and confirmed that there were no other material reasons for his resignation.

On the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on May 21, 2026, appointed Mr. Aniruddha Deshmukh, Company Secretary and Compliance Officer, as the Chief Financial Officer of the Company.

(c) Declaration by an Independent Director(s) and re-appointment if any

Pursuant to Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Independent Directors have submitted declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act. During the year, the Independent Directors had no pecuniary relationship or transactions with the Company, other than receipt of sitting fees, commission, and reimbursement of expenses, if any.

None of the Independent Directors of your Company are disqualified under the provisions of Section 164(2) of the Act. All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. Further, they are registered with the Indian Institute of Corporate Affairs, Manesar (IICA) and have their name included in the Independent Directors Data Bank maintained by the IICA.

(d) Familiarization Programme for Independent Directors

The Company proactively keeps its directors informed of the activities of the Company, its management and operations and provide an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors forms part of the website of the Company at https://admach.co.in/Policies.html

(e) Terms and conditions of appointment:

The terms and conditions of appointment of Independent Directors are stipulated under section 149, 150 and 152 of the Companies Act, 2013 read with Policy on Code of Conduct for Directors and Senior Management pursuant to Schedule IV to the Act. The details of such terms are available on the website of the Company at https://admach.co.in/Policies.html

15. Number of Meeting of Board of Directors

During the Financial Year, the Company held seventeen (17) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The quorum for the meeting of the Board of Directors is one-third of the Board of Directors or three Directors, whichever is higher. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings. The gap between any two consecutive board meetings did not exceed 120 (One Hundred and Twenty) days as per the provisions of Companies Act, 2013 and rules made thereunder along with the SEBI Listing Regulations.

Sr. No.			Date of meeting
1			April 01, 2025
2			April 05, 2025
3			May 05, 2025
4			June 07, 2025
5			July 14, 2025
6			August 05, 2025
7			August 18, 2025
8			September 04, 2025
9			November 17, 2025
10			November 22, 2025
11			December 10, 2025
12			December 16, 2025
13			December 22, 2025
14			December 29, 2025
15			December 29, 2025
16			January 19, 2026
17			March 25, 2026
\uf0b7 Two separate Board Meetings were held on December 29, 2025, at different times. Sr. No.	Name of Director	Category of Director		Number of Board Meetings entitled to attend / held during the Year	Number of Board Meetings attended / held during the Year
1.	Ajay Longani	Chairman and Managing Director		17	17
2.	Rajni Longani	Executive Director		17	17
3.	Mahesh Longani	Executive Director		17	17
4.	Sonal Longani	Non-Executive Director		17	17
5.	Atul Dange	Independent Director		17	17
6.	Abhishek Singh	Independent Director		17	17

16. Committees Of Board

In compliance with the provisions of the Companies Act, 2013, the Company has duly constituted all mandatory Committees, including the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee. These Committees have been appropriately constituted with a balanced representation of Executive and Non-Executive Directors, to uphold the standards of corporate governance in both letter and spirit.

(a) Audit Committee

The Company has constituted Audit Committee pursuant to section 177 of the Companies Act, 2013 comprising of three (3) members which include two (2) Independent Directors and one (1) Executive Director.

The role of the Audit Committee is specified under section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 18 of the SEBI (LODR) Regulations, 2015. The primary objective of the Audit Committee is to monitor and provide effective supervision of the Managements financial reporting process

The composition of the Audit Committee as on March 31, 2026, is as under:

Sr. No.	Name of the Member	Designation of Members	Nature of Directorship	Number of Committee Meetings entitled to attend / held during the Year	Number of Committee Meetings attended during the Year
1	Abhishek Singh	Chairperson	Independent Director	6	6
2	Mahesh Longani	Member	Executive Director	6	6
3	Atul Dange	Member	Independent Director	6	6

(B) Stakeholders Relationship Committee (SRC)

The Company has constituted Stakeholders Grievances and Relationship Committee pursuant to section 178(5) of the Companies Act, 2013 to ensure the effective redressal of the grievances of the security holders of the Company. During the year under review, 1 (One) meeting of Stakeholders Relationship Committee was held on April 01, 2025.

The composition of the Stakeholders Relationship Committee as on March 31, 2026, and the details of the committee meetings is as under:

Sr. No.	Name of the Member	Designation of Members	Nature of Directorship	Number of Committee Meetings entitled to attend / held during the Year	Number of Committee Meetings attended during the Year
1	Sonal Longani	Chairperson	Non-Independent Non-Executive Director	1	1
2	Mahesh Longani	Member	Executive Director	1	1
3	Atul Dange	Member	Independent Director	1	1

(c) Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Apart from that all the matters provided under Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee identifies (a) criteria for determining qualifications, positive attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees of the Company.

During the year under review, 1 (one) meeting of the Nomination and Remuneration Committee was held on April 01, 2025.

Sr. No.	Name of Member	Designation of Members	Nature of Directorship	Number of Committee Meetings entitled to attend / held during the Year	Number of Committee Meetings attended during the Year
1	Atul Dange	Chairperson	Independent Director	1	1
2	Sonal Longani	Member	Non-Executive Non-Independent Director	1	1
3	Abhishek Singh	Member	Independent Director	1	1

(d) Corporate Social Responsibilities (CSR)

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility (CSR) are applicable to the Company for the financial year under review. However, in accordance with Section 135(9) of the Act, the requirement to constitute a separate CSR Committee is not applicable. Accordingly, the Board of Directors discharges the functions of the CSR Committee.

The Company has incurred an expenditure of ? 8,63,000/- (Rupees Eight Lakhs Sixty-Three Thousand Only) towards CSR activities during the year. The details of the CSR expenditure, as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in Annexure B to this Report.

17. Disclosure of statement on development and implementation of risk management policy

The Company has put in place Risk Management Policy and Plan. The Company has identified various risk also which in the opinion of the Board may threaten the existence of the Company.

The Board of Directors monitor the above mentioned or any other unforeseen / unexpected risks and ensure the smooth and clinical implementation of mitigation measures as are in the best interest of the company under the circumstances.

18. Board Evaluation

The evaluation of the Board, its Committees and Individual Directors were carried out as per the process and criteria laid down by the Board of Directors. The proforma formats for facilitating the evaluation process of the Non-Independent Directors and the Board as a whole and the Committees were sent to the respective Directors. Based on the response received from the respective Directors, brief presentation was placed before the Board containing the outcome of their evaluation. Based on the feedback, the Board expressed satisfaction with the overall functioning of the Board, the Committees and performance of the Directors.

19. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company confirms that

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The Directors have 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 the financial year and of the profit of the company for that period.

c. The Directors have 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 have prepared the annual accounts on a going concern basis;

e. Proper internal financial controls were followed by the Company, and such internal financial controls are adequate and were operating effectively; and

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

20. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 from time to time.

21. Details in respect of frauds reported by auditors under sub-section (12) of section 143:

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Boards report.

22. Weblink of Annual Return

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2026 is uploaded on the website of the Company https://admach.co.in/

23. Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo

The Company has not undertaken any activities relating to conservation of energy during the financial year under review. Further, no technology has been absorbed or acquired by the Company during the said year.

The details of foreign exchange earnings and outgo during the financial year are as under:

(Amount in Lakhs Indian Rupees)

Particulars	2025-26	2024-25
Earning in Foreign Currency:
Sale of products	374.88	672.14

(Amount in Lakhs Indian Rupees)

Particulars	2025-26	2024-25
Earning in Foreign Currency:
Cost of purchase	34.20	515.85

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the company concerns status and companys operations in future

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of this report.

25. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, the Company had no female employees. Accordingly, the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder were not applicable to the Company.

26. Disclosure Under the Maternity Benefit (Amendment) Act, 2017

During the year under review, the Company had no female employees. Accordingly, the provisions of the Maternity Benefit Act, 1961 were not applicable to the Company.

27. Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company and accordingly such accounts and records are not maintained.

28. Auditors:

1. Statutory Auditors

M/s Doshi Doshi & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 153683 W), Peer Reviewed Firm, was appointed as Statutory Auditors of the Company to hold office from the conclusion of the 16th Annual General Meeting till the conclusion of the 21st Annual General Meeting of the Company.

The Company has received the consent from the Statutory Auditors and confirmation to the effect that they are not disqualified to be appointed as the Statutory Auditors of the Company in the terms of the provisions of the Companies Act, 2013 and the Rules made thereunder.

Boards Comment on the Statutory Auditors Report:

The Statutory Auditors Report for the financial year 2025-26 forms part of the Annual Report. The report is self-explanatory and does not contain any qualification, reservation, or adverse remark.

II. Cost Auditor

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company.

III. Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with the Rules thereof, the Audit Committee and the Board of Directors have appointed M/s Nishtha Khandelwal & Associates, Practicing Company Secretary (Firm Registration No. S2024MH989400), Peer Reviewed Firm, Mumbai, for conducting a secretarial audit of the Company for the financial year 2025-26. The said report is annexed herewith as Annexure D.

Boards Comment on the Secretarial Audit Report:

There are no adverse observations in the said Secretarial Audit Report and hence does not call for any explanation.

IV. Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, M/s S D P S AND CO LLP, Chartered Accountants (FRN: W100267) Pune were appointed as Internal Auditor for the Financial Year 2025-26.

The Audit Committee of the Board, in consultation with the Internal Auditor, shall formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

29. The details of difference between the amount of valuation at the time of one-time settlement and the valuation done at the time of taking a loan from the banks or financial institutions along with the reasons thereof

There has been no one-time settlement being made during the financial year with any bank or financial institution.

30. Management Discussion and Analysis Report

A detailed review of the operations, performance and future outlook of the Company is provided in the Management Discussion and Analysis report enclosed as Annexure A, as stipulated in Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

31. Details of Corporate Insolvency Resolution Process Initiated Under the Insolvency and Bankruptcy Code, 2016 (IBC)

During the financial year 2025-26, no application was made or proceeding initiated against your Company under the Insolvency and Bankruptcy Code, 2016, by any Financial and/ or Operational Creditors.

As on the date of this report, no application or proceeding is pending against your Company under the Insolvency and Bankruptcy Code, 2016.

32. Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177 of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established Vigil Mechanism/Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. Whistle and Ethics Officer of the Company or to the Chairman of the Audit Committee or Company Secretary or Managing Director in exceptional cases, the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Companys operations, business performance or reputation.

Your Company has adopted a Whistle Blower Policy (Policy) as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. All employees will be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation.

This Policy is also applicable to your Companys Directors and employees, and it is available on the internal employee portal as well as the website of our Company at https://admach.co.in/Policies.html

33. Managerial Remuneration and Particulars Of Employees

The remuneration paid to the Directors and Key Managerial Personnel of the Company during the Financial Year 2025-26 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been given as Annexure C to this Report.

Further, 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 an annexure forming part of this report.

34. Adequacy Of Internal Financial Controls

Internal controls consist of a set of rules, policies, and procedures designed to provide reasonable assurance for achieving the organizations objectives in operational effectiveness and efficiency, reliable financial reporting, and compliance with laws, regulations, and policies. Your Companys internal control systems are aligned with the size and nature of its operations, which record transactions and activities, safeguard against misuse or loss of the companys assets, enhance the efficiency of plant operations; and promote transparency and accountability in financial reporting.

The Audit Committee reviews the reports of the Internal Auditor along with the adequacy of internal controls, system and procedures, insurance coverage of assets from various risks and steps taken by the Auditors of the Company for internal financial controls with reference to the Financial Statements.

35. Receipt of any commission by managing director/whole time director from the company or receipt of commission/remuneration from its holding or subsidiary

During the year, the Company was converted from a private company to a public company. Section 197 of the Companies Act, 2013, including the disclosure under Section 197(14), applies to public companies; accordingly, disclosure under Section 197(14) was not applicable to the Company for the period prior to conversion, and is applicable prospectively post-conversion. There is no holding or subsidiary company.

36. Acknowledgement

Your Directors wish to express their grateful appreciation to the continued co-operation received from the banks, government authorities, customers, vendors, and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the executives, staff, and workers of the Company.

	FOR AND ON BEHALF OF BOARD OF DIRECTORS
	ADMACH SYSTEMS LIMITED
	(Formerly known as Admach Systems Private Limited)
	Ajay Longani
	Chairman and Managing Director
	DIN- 01974794
Address:
Row House No. 7, Kumbre Township,
Opp. Guruganesh Nagar, D P Road,
Kothrud, Pune-411038 (MH)
Place: Pune
Date: August 26, 2026