Mehul Colours Ltd Directors Report

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Oct 23, 2026|04:01:00 PM

Mehul Colours Ltd Share Price directors Report

1. FINANCIAL HIGHLIGHTS

For the FY ended 31st March 2026, the Company reported a total income of INR 3,181.16 lakhs, as against INR 2,371.29 lakhs in the previous FY, reflecting a healthy growth.

The Net Profit after Tax (PAT) stood at INR 522.29 lakhs for FY 2025-26, as compared to INR 550.30 lakhs in FY 2024-25.

Amount in INR in lakhs

Particulars FY 2025-26 FY 2024-25
Revenue from Operations 3,040.32 2,282.20
Other Income 140.84 89.09
Total Income 3,181.16 2,371.29
Total Expenditure 2,477.68 1,630.92
Profit / (Loss) before Tax 703.48 740.37
Less: Tax 184.11 192.45
Less: Deferred tax expenses (2.92) (2.38)
Profit / (Loss) after Tax 522.29 550.30
EPS (Basic & Diluted) in INR 5.49 7.30

The Company do not have Holding, Subsidiary company or Joint Venture or Associate Company.

2. LISTING OF SHARES ON BSE LIMITED AND ISSUE OF SHARES

During the FY 2025-26, pursuant to the Initial Public Offer, the Company issued and allotted 30,08,000 equity shares of face value INR 10/- each at an issue price of INR 72 per share (including a securities premium of INR 62 per share). Consequently, the issued, subscribed and paid-up equity share capital of the Company increased from INR 75,41,040 divided into 75,41,040 equity shares to INR 1,05,49,040 divided into 1,05,49,040 equity shares of INR 10/- each. The Company listed on the SME platform of BSE Limited w.e.f. 6th August, 2025.

As on 31st March, 2026, the Authorised Share Capital of the Company stands at INR 11,00,00,000 (Rupees Eleven Crores only) divided into 110,00,000 Equity shares of INR 10/- (Rupees Ten each).

During the year under review, no equity shares were bought back and the Company has not issued:

  • any shares with differential rights as to dividend, voting or otherwise
  • sweat equity shares
  • Bonus shares
  • Right issue

All the Shares of your Company are Dematerialized as on March 31, 2026. The ISIN of the Equity Shares of your Company is INE1KH601014.

3. DIVIDEND

With a view to strengthening the financial position and conserving resources for future growth, the Board of directors have not recommended any dividend for the FY 2025-26.

4. TRANSFER TO RESERVES AND SURPLUS

During the FY 2025-26, the Company has transferred INR 2,119.93 lakhs in Reserves & Surplus of the Company. The Board has decided to retain the profits of the Company in the Statement of Profit and Loss. Consequent to the Initial Public Offer (IPO) of the Company during the year, the securities premium received on issue of equity shares has been credited to the Securities Premium Account. The movement in reserves and surplus during the year is provided in Note No. 3 of the financial statements of the Company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 (hereinafter referred to as the Act) do not apply to the Company for the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

a) Directors

As on March 31, 2026 the composition of the Board is as follows:

Sr No. Name Designation
1. Mr. Mehul Pravinchandra Joshi (DIN: 00178766) Managing Director
2. Mrs. Bhakti Mehul Joshi (DIN: 02376755) Whole-Time Director
3. Mrs. Jyoti Abhay Jain (DIN: 07921550) Non-Executive Independent Director
4. Mrs. Khyati Chetan Gandhi (DIN: 02781483) Non-Executive Independent Director
5. Mr. Hiral Rasikbhai Joshi (DIN: 10998386) Non-Executive Non-Independent Director

All the Directors of the Company have provided annual confirmation that they are not disqualified from being appointed/continuing as Directors in terms of Section 164 (1) and (2) of the Act.

APPOINTMENT OF MR. TEJAS HARISH JOSHI AS A DIRECTOR

Mr. Tejas Harish Joshi (DIN: 11917872) was appointed as an Additional Director of the Company in the capacity of Executive Director, by the Board of Directors at its meeting held on 5th September, 2026, with effect from that date, pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, on the recommendation of the Nomination and Remuneration Committee.

In terms of Section 161(1) of the Companies Act, 2013, Mr. Tejas Harish Joshi holds office as an Additional Director up to the date of the ensuing 31st AGM. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director. Accordingly, a resolution seeking the approval of the Members for his appointment as a Director of the Company forms part of the Notice convening the 31st AGM. The Board recommends the said resolution for approval of the Members. The brief profile and other particulars of Mr. Tejas Harish Joshi, as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), are annexed to the Notice of the 31st AGM.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All Independent Directors have submitted requisite declarations confirming that they:

  1. meet the criteria of independence as prescribed under Section 149(6) of the Act and are independent;
  2. have complied with the Code of Conduct laid down under Schedule IV of the Act and
  3. they have valid registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs

In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise required under all applicable laws and the policies of the Databank. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transaction with the Company, other than receiving the sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA") and the said registration is active. Further, in terms of Rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, Independent Directors have passed the Online Proficiency Self-Assessment test conducted by IICA.

Directors Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of Companies Act, 2013, Mrs. Bhakti Mehul Joshi (DIN: 02376755), Whole-time Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment. The Board of Directors recommend her re-appointment and propose the same for the approval of the members at the ensuing Annual General Meeting of the Company.

b) Key Managerial Personnel

Pursuant to the provisions of Section 203 of Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2026 are as under:

Sr No. Name Designation
1. Mr. Mehul Pravinchandra Joshi Managing Director
2. Mrs. Bhakti Mehul Joshi Whole-Time Director
3. Mrs. Rashmi Rajendra Parab Chief Financial Officer
4. Mrs. Shilpa Karan Mehta Company Secretary

7. COMMITTEES CONSTITUTED BY BOARD

Your Company has constituted various Board-level Committees in accordance with the requirements of the Act, the SEBI Listing Regulations, 2015 and basis the business requirements. Each Committee has a clearly defined mandate and operates within the scope of authority delegated by the Board and make specific recommendations to the Board on matters within their area of purview. During the year under review, all the recommendations received from the Committees were accepted by the Board.

The Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee collectively support the Board in discharging its governance responsibilities. The composition, role and functioning of these Committees is in compliance with the provisions of the Act, SEBI Listing Regulations, 2015, as applicable.

8. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company had been constituted and functions in accordance with provisions of Section 177 of the Act and SEBI Listing Regulations 2015. All members of the Committee are financially literate and the Chairperson possesses strong accounting and financial management knowledge. During the year under review, Audit Committee met 4 (Four) times i.e. on 19th May, 2025, 2nd August, 2025, 12th November, 2025 and 28th February, 2026; and the gap between two Meetings did not exceed 120 days.

The details of composition of the Committee for the FY ended on March 31, 2026 is as under:

Name Designation in Committee Category
Jyoti Abhay Jain Chairman Non-Executive Independent Director
Khyati Chetan Ghandhi Member Non-Executive Independent Director
Mehul Pravinchandra Joshi Member Managing Director

The Company Secretary of the Company is to act as the Secretary of the Nomination and Remuneration Committee

9. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is in compliance with the requirements of Section 178 of the Act. The Nomination and Remuneration Committee met 2 (two) times i.e. on 19th May, 2025 and 12th November, 2025.

Name Designation in Committee Category
Jyoti Abhay Jain Chairman Non-Executive Independent Director
Khyati Chetan Ghandhi Member Non-Executive Independent Director
Hiral Rasikbhai Joshi Member Non-Executive Director
Mehul Pravinchandra Joshi Member Managing Director

The Company Secretary of the Company is to act as the Secretary of the Nomination and Remuneration Committee

10. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Committee met 2 (two) times i.e. on 19th May, 2025 and 12th November, 2025.

Name Designation in Committee Category
Jyoti Abhay Jain Chairman Non-Executive Independent Director
Khyati Chetan Ghandhi Member Non-Executive Independent Director
Bhakti Mehul Joshi Member Whole-Time Director

The Company Secretary of the Company is to act as the Secretary of the Stakeholders Relationship Committee

11. MEETINGS OF THE BOARD

The Board met 6 (Six) times during the FY under review, i.e. 19th May, 2025, 16th July, 2025, 2nd August, 2025, 4th August, 2025, 12th November, 2025 and 28th February, 2026. The intervening gap between two consecutive meetings was not more than 120 days. The requisite quorum was present at all the Board Meetings.

The 30th Annual General Meeting of the Members of the Company was held on 4th August, 2025. During the year under review, no Extraordinary General Meeting of the Members was held.

12. CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance. However, your Company regards good corporate governance as a matter of conviction rather than mere regulatory obligation. It therefore voluntarily complies with several of the exempted regulations, and details of such voluntary compliance are provided in this report under the respective headings.

13. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI LODR Regulations) forms part this Annual Report.

14. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, a separate meeting of the Independent Directors of the Company was held 12th November, 2025, in accordance with Schedule IV of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, without the attendance of Non-Independent Directors and members of the management. At the said meeting, the Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company, and assessed the quality, quantity and timeliness of the flow of information between the management and the Board.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place a Familiarisation Programme for Independent Directors to familiarise them with their roles, rights and responsibilities in the Company, the nature of the industry in which the Company operates, the business model of the Company, and other relevant matters. The details of the Familiarisation Programme are available on the website of the Company at www.mehulcolours.com.

16. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees and individual Directors. The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, and information and functioning. The performance of the Committees was evaluated on the basis of criteria such as composition, effectiveness of meetings, and contribution to the decision-making of the Board. The Directors expressed their satisfaction with the evaluation process.

17. ADOPTION OF VARIOUS POLICIES

The Company has following policies in place, as per provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

  1. Archival Policy
  2. Code Of Conduct of Board & Senior Management
  3. Familiarizations Programme for Independent Directors
  4. Criteria of Making Payments to Non-Executive Directors
  5. Nomination And Remuneration Policy
  6. Policy for preservation of documents
  7. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
  8. Policy for Determination of Materiality of Events or Information
  9. Policy on Diversity of Board of Directors
  1. Policy on Identification of Group Companies, Identification of Material Outstanding Creditors and Identification of Material Outstanding Litigations
  2. Policy on Materiality of Related Party Transactions
  3. Policy for Determining Material Subsidiary(ies)
  4. Policy on Prevention of Sexual Harassment at Workplace
  5. Terms and Conditions of Appointment of Independent Directors
  6. Vigil Mechanism & Whistle Blower Policy
  7. Policy on Orderly Succession Planning for the Board of Directors and Senior Management

All above policies are available on the website of the company and accessible at www.mehulcolours.com

18. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was required to undertake CSR activities during FY 2025-26, based on the satisfying conditions of thresholds limits.

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this report as Annexure 1.

19. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors in terms of Section 134 (3) (c) states that:

a. In the preparation of the annual accounts for the year ended 31st March 2026, 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 true and fair view of the state of affairs of the Company at the end of the FY and of the Profit and Loss of the Company for that year.
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 an accrual basis under cost convention.
e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the FY 2025-26 is available on the Companys website at the following link at www.mehulcolours.com

21. AUDITORS AND AUDITORS REPORT

M/s. Y M S & Co LLP, Chartered Accountants, Mumbai (Firm Registration No. 143858W/W100859), were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting to hold office for a term of five (5) consecutive years, i.e., from the conclusion of the 30th Annual General Meeting until the conclusion of the 35th Annual General Meeting (FY 2025-26 to FY 2029-30). Accordingly, M/s. Y M S & Co LLP continued as the Statutory Auditors of the Company during the FY 2025-26. The requirement of ratification of the appointment of the Statutory Auditors by the Members at every Annual General Meeting has been dispensed with pursuant to the amendment to Section 139 of the Companies Act, 2013.

The Statutory Auditors have confirmed their eligibility and that they are not disqualified from continuing as Statutory Auditors of the Company. Further, they hold a valid Peer Review Certificate No. 019307 issued by the ICAI, valid from 10th January, 2025 to 31st January, 2028.

22. AUDITORS REPORT

The Audit Report dated 30th May, 2026 issued by YMS & Co. LLP, Statutory Auditors on the Companys financial statements for the FY ended 2025-26 is part of Annual Report. The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no qualifications or observations made by the Statutory Auditor in the said Report. During, FY 2025-26, the Statutory Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) of the Act.

23. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the applicable Rules, and consequent to the listing of the equity shares of the Company on the SME Platform of BSE Limited, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. N A Jain & Associates, Practising Chartered Accountants, Mumbai, as the Internal Auditors of the Company for the FY 2025-26 and 2026-27, to conduct the internal audit of the Company and to report thereon. The Internal Auditors have carried out the internal audit for the FY 2025-26 and the reports were reviewed by the Audit Committee.

The Board will continue to review and ensure that adequate internal controls and risk management processes are in place.

24. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has an adequate internal controls system, commensurate with the size, scale, nature and complexity of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency.

Further the Company has in place adequate internal financial controls with reference to Financial Statements and such controls were operating effectively as at March 31, 2026. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations. During the year, such controls were tested and no reportable weaknesses in the design or operations were observed.

25. VIGIL MECHANISM

The Company has established a vigil mechanism by adopting Whistle Blower Policy pursuant to which whistle blowers can raise concerns in a prescribed manner. Further, the mechanism adopted by the Company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of the whistle blower who avails such mechanism as well as direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the whistle blowers have been denied access to the Audit Committee of the Board. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at www.mehulcolours.com.

26. DEPOSITS

The Company has not accepted deposits either from members or public within the meaning of section 73 or 76 of Companies Act, 2013 read with Rules made thereunder.

27. LOANS FROM DIRECTORS

During the year under review the Company has not obtained any unsecured loans from Directors of the Company.

28. MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the FY to which the financial statements relate and the date of the report.

29. UTILISATION OF IPO PROCEEDS

The Company raised an amount of INR 21.66 crores through the Initial Public Offer of its equity shares on the SME Platform of BSE Limited. There has been no deviation or variation in the utilisation of the proceeds of the Issue from the objects stated in the Prospectus.

30. RISK MANAGEMENT

The Risk Management Policy is in compliance with Section 134(3) (n) of the Companies Act 2013 which requires the Company to lay down procedure for risk assessment and procedure for risk minimization. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Board ensures that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management. The Company enables compliance with all appropriate laws and regulations, wherever applicable, through the adoption of best practices.

The Board of Directors of the Company periodically reviews and evaluates the risk management system of the Company so that the management controls the risks through properly defined network.

31. RELATED PARTY TRANSACTIONS

The Company entered transaction with the related parties within the meaning of Section 188 of the Companies Act, 2013 during the year under review. A detailed report in Form AOC-2 on contracts and arrangements made during the FY, at ordinary course of business and at arms length transactions have been reported in Annexure 2 and attached hereto in this report. The disclosure of transactions with Related Party for the year under review is given in Notes no. 29 to the Balance Sheet.

32. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company did not grant any loan or provide any guarantee as per the provisions of section 186 of the Companies Act, 2013.

33. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. H. Roshan & Associates, Practising Company Secretaries, Nagpur (Peer Review Certificate No. 1442/2021), as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the FY 2025-26 and 2026-27. The Secretarial Audit Report for the FY 2025-26 in Form MR-3 is annexed to this Report as Annexure 3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board ensures that adequate corporate governance practices and compliance mechanisms are in place and are periodically reviewed.

34. COST RECORD AND COST AUDIT REPORT

The provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit of cost accounts are not applicable to the Company for the FY 2025-26, as the Company does not fall under the class of companies required to maintain cost records under the Companies (Cost Records and Audit) Rules, 2014.

The Company continues to maintain proper internal records and systems for effective financial and operational management.

35. CONSERVATION OF ENERGY

Particulars with respect to conservation of energy pursuant to rule 8(3)A of the Companies (Accounts) Rules 2014:

Steps taken or impact on conservation of energy:

Energy is a significant input in the Companys compounding and masterbatch manufacturing operations, and the Company remains conscious of the need to use it efficiently. During the year under review, the Company continued to monitor consumption at the plant level and adopted measures to improve energy efficiency, including insulation of extruder barrels and heating zones to reduce heat loss, use of energy-efficient motors and variable frequency drives on extruders, blowers and pumps, scheduled preventive maintenance of compressors, chillers and cooling towers to sustain rated efficiency, replacement of conventional lighting with LED fittings across the factory and office premises, and improvement in the power factor through capacitor banks. Production planning has also been aligned to reduce idle running of machinery and to minimise start-up and changeover losses. These measures have contributed to a reduction in energy consumption per unit of production. The Company will continue to review its processes and equipment and implement further energy-saving measures wherever technically and commercially feasible.

Steps taken by the Company for utilizing alternate sources of energy:

The Company recognises the importance of reducing its dependence on conventional sources of energy. During the year, the Company evaluated the feasibility of installing a rooftop solar photovoltaic system at its manufacturing facility at Sativali, Vasai, and continues to assess the technical and commercial viability of sourcing renewable power. The Company also makes optimum use of natural light and ventilation in its plant and office premises to reduce reliance on grid power. The Company will continue to explore opportunities to increase the share of renewable energy in its overall energy mix as such options become viable.

Capital investment on energy conservation equipments: NIL

36. TECHNOLOGY ABSORPTION

Particulars with respect to technology absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules 2014 are not given since the Company has not spent any amount towards technology absorption.

37. FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Rule 8(3) C of the Companies (Accounts) Rules

Particulars FY 2025-26 FY 2024-25
Earnings in Foreign Currency (in USD) 4,60,533 1,89,300
Earnings in Foreign Currency (in INR Lakhs) 409.39 155.79
Expenditure Incurred in Foreign Currency (in USD) 15,792 15,316
Expenditure Incurred in Foreign Currency (in INR Lakhs) 13.96 13.30

38. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 4 of the Boards Report.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Following are other details:

Sr. No. Particulars
1. Number of compliant received: NIL
2. Number of compliant disposed: NIL
3. Number of cases pending over 90 days: NIL

40. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

The Company ensures adherence to all applicable provisions of the Maternity Benefit Act, 1961. All statutory benefits and entitlements prescribed under the Act are duly extended to eligible employees, if any, in alignment with the Companys commitment to legal compliance and employee welfare.

41. PREVENTION OF INSIDER TRADING

Consequent to the listing of its equity shares, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI), in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, prohibits trading in the securities of the Company by the Directors, Designated Persons and connected persons while in possession of UPSI, and regulates trading during the closure of the trading window. The Company has also put in place a Structured Digital Database (SDD) for maintaining the records of UPSI and the persons with whom such information is shared. The Board is responsible for the implementation of the Code, and the Company has complied with the said Regulations during the year under review.

42. CEO / CFO CERTIFICATION

The Chief Executive Officer / Managing Director and the Chief Financial Officer of the Company have furnished the requisite certification to the Board in respect of the financial statements and the cash flow statement for the FY ended 31st March, 2026, to the extent applicable to the Company.

43. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

a) No significant orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
b) There was no change in the nature of business.
c) Provisions relating to Vigil Mechanism have been complied with by the Company.
d) There was no instance of a one-time settlement with any Bank or Financial Institution,
e) The Board confirms that there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 initiated by or against the Company.
f) The Board confirms that no offence or fraud has been committed in the Company or by its officers or employees pursuant to Section 143(12) of the Act.
g) No cases of child labour forced labour, involuntary labour, sexual harassment and discriminatory employment were reported in the FY 2025-26.
h) The Company has complied with the applicability of Secretarial Standards issued by ICSI.

44. ACKNOWLEDGEMENT

The Directors convey their sincere gratitude and warm appreciation to the Shareholders, BSE Limited, Suppliers, Vendors, Employees, Consultants, Bankers, and various Government authorities for their wholehearted cooperation and valuable support, and look forward to their continued association in the future.

Your directors also wish to place on record their deep sense of appreciation for the commitment and services by the Companys executives, staff and workers.

For and on behalf of the Board of Directors of MEHUL COLOURS LIMITED
Place: Mumbai Dated: 5th September, 2026
Sd/- Mehul Pravinchandra Joshi (DIN: 00178766) Managing Director
Sd/- Bhakti Mehul Joshi (DIN: 02376755) Whole-Time Director

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