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Pulsar International Ltd Management Discussions

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Oct 9, 2026|10:18:00 AM

Pulsar International Ltd Share Price Management Discussions

1. INDUSTRY STRUCTURE AND DEVELOPMENTS

The global trading and distribution industry continued to operate in a dynamic business environment during the financial year 2025-26. The sector remained influenced by changes in consumer demand, commodity and input prices, logistics costs, geopolitical developments, currency movements and evolving regulatory requirements.

In India, the trading sector continued to benefit from improving economic activity, increasing domestic consumption, expanding digitalisation and the continued development of organised distribution and e-commerce channels. At the same time, businesses operating in the trading sector continued to face challenges arising from competitive pressures, cost fluctuations, working capital requirements and changes in regulatory and trade policies.

The industry is characterised by the presence of large established enterprises as well as small and medium-sized businesses. Increasing adoption of technology, digital platforms, data analytics and technology-enabled supply-chain management is gradually transforming the manner in which trading businesses manage procurement, inventory, customer relationships and distribution.

The Company continues to monitor developments in the industry and intends to pursue its business activities with a focus on operational efficiency, prudent working capital management and sustainable business growth.

2. MARKET OVERVIEW

During FY 2025-26, the Indian economy continued to demonstrate resilience despite global economic uncertainties. Domestic consumption, infrastructure development, increasing urbanisation and digitalisation remained important contributors to economic activity.

The trading sector continued to witness opportunities arising from growing demand for consumer products and increasing adoption of organised and technology-enabled channels. However, inflationary pressures, fluctuations in input and logistics costs, foreign exchange movements, changing customer preferences and competitive intensity continued to remain key considerations for businesses.

The Company remains cognisant of these market conditions and continues to evaluate opportunities in its areas of operation while maintaining appropriate focus on cost control, liquidity and working capital management.

3. OPPORTUNITIES

The Company believes that the following factors may provide opportunities for future growth:

Growth in domestic consumption and expanding consumer markets; Increasing adoption of digital and technology-enabled business platforms; Expansion of organised trading and distribution channels; Opportunities arising from Indias economic growth and infrastructure development; Increasing use of technology for supply-chain management and operational efficiency;

Opportunities to improve margins through better procurement, inventory management and cost optimisation; and Development of new customer and supplier relationships.

The Company will continue to evaluate such opportunities based on commercial viability, available resources and prevailing market conditions.

4. THREATS AND CHALLENGES

The principal risks and challenges faced by the Company may include:

Market and Demand Risk: Changes in consumer demand and market conditions may affect sales volumes and profitability. Competition Risk: The trading industry remains competitive, with participation from organised and unorganised players. Cost Risk: Fluctuations in procurement, transportation, logistics and other operating costs may impact margins. Working Capital Risk: The Companys trading activities require effective management of inventory, trade receivables and trade payables. Regulatory Risk: Changes in taxation, trade policies, import/export regulations and other applicable laws may affect operations. Foreign Exchange Risk: Where transactions involve foreign currencies, fluctuations in exchange rates may impact costs and margins. Supply Chain Risk: Disruptions arising from geopolitical developments, transportation constraints or other external factors may affect procurement and delivery schedules. Technology and Cybersecurity Risk: Increasing reliance on digital systems may expose businesses to cybersecurity and data-related risks.

The Company seeks to manage these risks through appropriate internal controls, regular monitoring and review by the management and the Board/Committees of the Board, as applicable.

5. OUTLOOK

The Companys outlook remains focused on sustainable business development, prudent financial management and improvement in operational efficiency.

The continued growth of the Indian economy, increasing domestic consumption and development of technology-enabled trading channels may provide opportunities for the Company. However, the Companys future performance will also depend upon market conditions, competitive intensity, procurement costs, working capital management and other external economic factors.

The Company will continue to assess market opportunities carefully and adopt appropriate business strategies based on prevailing market conditions.

6. FINANCIAL AND OPERATIONAL PERFORMANCE

The financial performance of the Company during FY 2025-26 reflected a substantial increase in the scale of operations compared with the previous financial year.

Revenue from operations increased from Rs. 3,117.04 lakhs in FY 2024-25 to Rs. 12,879.35 lakhs in FY 2025-26, representing an increase of approximately 313.1%.

Total income increased from Rs. 3,117.04 lakhs to Rs. 12,910.15 lakhs, representing an increase of approximately 314.1%.

However, the increase in operating scale was accompanied by a significant increase in expenses. Total expenses increased from Rs. 2,940.58 lakhs to Rs. 12,896.08 lakhs. Consequently, profit before tax declined from Rs. 176.46 lakhs in FY 2024-25 to Rs. 14.07 lakhs in FY 2025-26.

Profit after tax decreased from Rs. 176.46 lakhs in FY 2024-25 to Rs. 10.45 lakhs in FY 2025-26.

The decline in profitability despite significant growth in revenue was primarily attributable to the corresponding increase in purchase costs and other operating expenses and the comparatively low margin generated from the increased scale of operations.

The Company has significantly expanded its balance sheet during the year. Total assets increased from Rs. 2,737.32 lakhs as at 31 March 2025 to Rs. 10,810.17 lakhs as at 31 March 2026.

Current assets increased substantially, mainly due to increase in inventories, trade receivables, deposits and other current assets. Trade receivables increased from Rs. 2,096.83 lakhs to Rs. 7,054.25 lakhs, while inventories stood at Rs. 1,863.45 lakhs as at 31 March 2026.

The Company continues to focus on efficient management of working capital, receivables and inventory so as to support its business operations while maintaining adequate liquidity.

7. RATIO ANALYSIS

In accordance with the applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the key financial ratios of the Company are set out below:

Ratio FY 2025-26 FY 2024-25 Change
Current Ratio 1.69 1.78 Decrease
Debt-Equity Ratio 0.001 0.009 Decrease
Net Profit Margin 0.08% 5.66% Decrease
Return on Equity (ROE) 0.35% N.A. N.A.
Trade Receivables Turnover Ratio 2.81 times N.A. N.A.
Inventory Turnover Ratio N.A. N.A. N.A.
Return on Capital Employed N.A. N.A. N.A.

Explanation of Significant Changes

Current Ratio:

The Current Ratio decreased from approximately 1.78 times to 1.69 times. The decrease is mainly attributable to a proportionately higher increase in current liabilities, particularly trade payables, in relation to current assets. Nevertheless, the Company continued to maintain current assets in excess of its current liabilities.

Debt-Equity Ratio:

The Debt-Equity Ratio remained very low and improved from approximately 0.009 times to 0.001 times. The Company has negligible borrowings as compared with its equity base, indicating limited dependence on debt financing.

Net Profit Margin:

Net Profit Margin declined significantly from approximately 5.66% to 0.08%. The reduction reflects the substantial increase in the cost of purchases and other operating expenses in comparison with the increase in revenue. The Company is focusing on improving operating efficiency, procurement management and margins.

Return on Equity:

Return on Equity for FY 2025-26 was approximately 0.35%, reflecting the low level of profit generated during the year in relation to the Companys equity base. The Companys equity base increased substantially during the year, while profit remained relatively modest.

Trade Receivables Turnover Ratio:

The Trade Receivables Turnover Ratio was approximately 2.81 times during FY 2025-26. The ratio reflects the significant increase in trade receivables along with the substantial increase in revenue. The Company continues to monitor collection cycles and receivable management.

Inventory Turnover Ratio:

A meaningful year-on-year comparison of the Inventory Turnover Ratio has not been presented because the Company had no reported inventory at 31 March 2025, whereas inventory of Rs. 1,863.45 lakhs was reported at 31 March 2026. Accordingly, comparison with the previous year would not be meaningful.

Return on Capital Employed:

The ratio has not been presented because the financial information available does not provide a sufficiently comparable basis for calculating the ratio in a manner that would provide meaningful year-on-year analysis.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an appropriate system of internal financial controls commensurate with the size, scale and nature of its operations.

The internal control framework is designed to safeguard the Companys assets, ensure accuracy and reliability of financial reporting, promote operational efficiency and ensure compliance with applicable laws, rules and regulations.

The Companys internal controls are subject to periodic review by the management and, where applicable, the internal audit function and the Audit Committee. The observations arising from such reviews are considered by the management and appropriate corrective measures are undertaken wherever required.

Based on the information available and the assessment undertaken by the management, the Company believes that its internal financial controls with reference to the financial statements are adequate and operating effectively.

9. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company recognises that its employees are an important resource for achieving sustainable growth and maintaining operational efficiency.

During FY 2025-26, the Company continued to focus on employee engagement, development of skills and maintaining a positive and professional working environment.

The industrial relations of the Company remained cordial during the year under review. The Company seeks to provide an environment based on professionalism, equal opportunity and responsible workplace practices.

10. TECHNOLOGY AND DIGITALISATION

The Company recognises the increasing importance of technology and digitalisation in improving operational efficiency, business communication, financial reporting and supply-chain management.

The Company continues to evaluate technology-enabled processes and digital platforms that may assist in improving operational efficiency, customer engagement, data management and internal controls.

11. RISK MANAGEMENT

The Company has identified and regularly monitors various business and operational risks that may affect its performance.

The principal risks include market risk, credit and receivable risk, liquidity and working capital risk, regulatory risk, supply-chain risk, technology and cybersecurity risk and other external economic risks.

The Company seeks to mitigate these risks through appropriate internal controls, monitoring of business performance, prudent financial management and periodic review by the management and the Board/Committees, as applicable.

12. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Companys objectives, expectations, estimates, projections or outlook may constitute forward-looking statements within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed or implied due to various factors, including changes in economic conditions, market demand, competition, regulatory environment, taxation, input costs, foreign exchange fluctuations, supply-chain conditions and other factors beyond the Companys control.

The Company does not undertake any obligation to publicly update or revise any forward-looking statement as a result of future events or developments, except as may be required by applicable law.

13. CONCLUSION

FY 2025-26 witnessed a substantial expansion in the Companys revenue and asset base. Revenue from operations increased significantly during the year; however, the corresponding increase in operating costs resulted in a considerable compression in profit margins and a reduction in profit after tax.

Going forward, the Company intends to focus on strengthening operational efficiency, improving margins, prudent working capital management, effective receivable collection, inventory management and sustainable business growth. The Company remains committed to maintaining appropriate internal controls and complying with applicable statutory and regulatory requirements.

CORPORATE GOVERNANCE REPORT

The Company believes that sound corporate governance is fundamental to achieving sustainable growth and enhancing long-term value for all its stakeholders. The Company is committed to maintaining high standards of transparency, accountability, ethical conduct and responsible management.

The Company has adopted appropriate governance practices in accordance with the applicable provisions of the

Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), and other applicable laws and regulations.

The disclosures contained herein are based on the requirements applicable to the Company during the financial year ended 31 March 2026.

1. BOARD OF DIRECTORS

The Board of Directors provides strategic guidance and direction to the management of the Company and oversees the affairs of the Company in the best interests of the Company and its stakeholders.

1.1 Composition of the Board during FY 2025-26

During the financial year, the following changes took place in the composition of the Board:

Name of Director Designation / Category Date of Appointment / Change Date of Cessation
1 Mr. Jayesh Patel Non-Executive Director 11.04.2025
2 Mr. Rupabhai Patel Non-Executive Director 11.09.2025
3 Mr. Kaushik Modi Independent Director 11.09.2025 18.12.2025
4 Mr. Arvindkumar Parmar Managing Director 03.10.2025
5 Mr. Bikas Tarafdar Independent Director 19.12.2025
6 Mr. Sohil Patel Executive Director 16.03.2026

Mr. Vikas Gohil, Executive Director, and Mrs. Payal Sadhu, Independent Director, continued to hold office during the financial year.

1.2 Board Composition as at 31 March 2026

As on 31 March 2026, the Board comprised the following Directors:

Name Designation / Category
1 Mr. Arvindkumar Parmar Managing Director
2 Mr. Vikas Gohil Executive Director
3 Mrs. Payal Sadhu Independent Director
4 Mr. Rupabhai Patel Non-Executive Director
5 Mr. Bikas Tarafdar Independent Director
6 Mr. Sohil Patel Executive Director
7 Mr. Devendrasih Umat Independent Director

The composition of the Board has been determined having regard to the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations, to the extent applicable to the Company.

2. CHANGES IN KEY MANAGERIAL PERSONNEL

During FY 2025-26, the following changes took place in the Key Managerial Personnel of the Company:

Name Designation Particulars
1 Ms. Komal Potekar Company Secretary Ceased to hold office w.e.f. 03.10.2025
2 Ms. Bhumi Mehta Company Secretary Appointed w.e.f. 03.10.2025
3 Ms. Bhumi Mehta Company Secretary Ceased to hold office w.e.f. 25.03.2026
4 Ms. Sakshi Bhutada Company Secretary Appointed w.e.f. 26.03.2026

The cessation of Mr. Vipul Panchal as Chief Financial Officer with effect from 02.06.2026 occurred after the end of the financial year and therefore does not form part of the above FY 2025-26 changes.

3. CHANGES IN STATUTORY AUDITORS

During FY 2025-26, the following changes occurred in the office of Statutory Auditors:

Name of Auditor Particulars
1 M/s. J. Singh & Associates, Chartered Accountants Appointed w.e.f. 10.06.2025
2 M/s. J. Singh & Associates, Chartered Accountants Resigned w.e.f. 15.12.2025
3 M/s. Sweta Jain & Co., Chartered Accountants Appointed w.e.f. 19.12.2025

M/s. Sweta Jain & Co., Chartered Accountants, Firm Registration No. 127673W, were appointed as Statutory Auditors of the Company with effect from 19 December 2025.

The subsequent cessation of M/s. Sweta Jain & Co. with effect from 17 August 2026 occurred after the close of FY 2025-26 and shall be disclosed separately as a subsequent event, wherever applicable.

4. BOARD MEETINGS

During the financial year ended 31 March 2026, the Board of Directors and the Rights Issue Committee met as and when required.

The principal Board Meetings held during the financial year and the major matters considered thereat are set out below:

Date Major Matters Considered
30.05.2025 Audited Financial Results for FY ended 31.03.2025
10.06.2025 Increase in Authorised Share Capital; proposal for Rights Issue; appointment of Statutory Auditor
17.06.2025 Notice of EGM; Authorised Share Capital and Auditor matters
13.08.2025 Financial Results for quarter ended 30.06.2025
28.08.2025 Notice of AGM and Annual Report for FY 2024-25
11.09.2025 Appointment of Mr. Kaushik Modi and Mr. Rupabhai Patel
03.10.2025 Appointment of Ms. Bhumi Mehta; change in designation of Mr. Arvindkumar Parmar as Managing Director
16.10.2025 Rights Issue up to 36 Crore; constitution of Rights Issue Committee; approval of draft Letter of Offer
14.11.2025 Financial Results for quarter ended 30.09.2025
10.12.2025 Notice of EGM; increase in Authorised Share Capital
16.12.2025 Issue of 35,69,50,000 Equity Shares on Rights basis; Record Date
19.12.2025 Appointment of M/s. Sweta Jain & Co.; appointment of Mr. Bikas Tarafdar
23.12.2025 Letter of Offer; Rights Issue opening and appointment of Registrar
05.02.2026 Approval of Notice of Postal Ballot
14.02.2026 Financial Results for quarter ended 31.12.2025
16.03.2026 Appointment of Mr. Sohil Patel as Executive Director
20.03.2026 Agreement with Kology Ventures Private Limited
26.03.2026 Appointment of Ms. Sakshi Bhutada as Company Secretary

The Company complied with the applicable requirements relating to the frequency of Board Meetings and the gap between two consecutive meetings.

5. ATTENDANCE OF DIRECTORS

The attendance of Directors at Board Meetings during FY 2025-26 and at the previous Annual General Meeting is as follows:

Name of Director No. of Meetings entitled to attend No. of attended Meetings Attendance at previous AGM
Mr. Arvindkumar Parmar 14 14 YES
Mr. Vikas Gohil 14 14 YES
Mrs. Payal Sadhu 11 11 YES

 

Name of Director No. of Meetings entitled to attend No. of attended Meetings Attendance at previous AGM
Mr. Kaushik Modi 6 6 NO
Mr. Rupabhai Patel 6 6 YES
Mr. Bikas Tarafdar 6 6 NA
Mr. Sohil Patel 3 3 NA
Mr. Devendrasinh Umat 11 11 YES

6. INDEPENDENT DIRECTORS

The Company has received the requisite declarations from its Independent Directors confirming that they meet the criteria of independence as prescribed under the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations, to the extent applicable. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with an objective and independent judgement.

During FY 2025-26, the Independent Directors were:

1. Mrs. Payal Sadhu; and

2. Mr. Bikas Tarafdar

3. Mr. Devendrasih Umat

Mr. Kaushik Modi served as an Independent Director from 11 September 2025 until 18 December 2025.

7. FAMILIARISATION PROGRAMME

The Company familiarises its Independent Directors with the Company, its business, operations, industry, regulatory environment, financial performance and their roles and responsibilities. The details of the familiarisation programme, wherever applicable, are made available on the Companys website at: https://pulsarinternational.co.in

8. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the financial year, a separate meeting of the Independent Directors was held on 26th March, 2026, without the presence of Non-Independent Directors and members of management, in accordance with the applicable provisions. The Independent Directors, inter alia, reviewed: the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company; and the quality, quantity and timeliness of the flow of information between the management and the Board.

9. AUDIT COMMITTEE

The Audit Committee has been constituted in accordance with the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations, to the extent applicable to the Company.

Composition of Audit Committee

Name Category Position
Payalben Sadhu Non-Executive - Independent Director Chairperson
Devendrasinh Umat Non-Executive - Independent Director Member
Rupabhai Patel Non-Executive - Non-Independent Director Member

Meetings

During FY 2025-26, the Audit Committee met 11 times.

Name Meetings entitled Meetings attended
Payalben Sadhu 11 11
Devendrasinh Umat 11 11
Rupabhai Patel 9 9

The Committee discharged its functions in accordance with its terms of reference and applicable law.

10. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted in accordance with the applicable provisions.

Composition

Name Category Position
Payalben Sadhu Non-Executive - Independent Director Chairperson
Devendrasinh Umat Non-Executive - Independent Director Member
Rupabhai Patel Non-Executive - Non-Independent Director Member

During FY 2025-26, the Committee met 6 times.

The Committee, inter alia, dealt with matters relating to appointment/re-appointment of Directors and Senior Management, remuneration and other matters within its terms of reference.

11. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted to consider and resolve grievances of security holders and other related matters.

Composition

Name Category Position
Rupabhai Patel Non-Executive - Non- Independent Director Chairperson
Devendrasinh Umat Non-Executive - Independent Director Member
Payalben Sadhu Non-Executive Independent Director Member

Investor Grievances

Particulars Number
Complaints received during FY 2025-26 0
Complaints resolved 0
Complaints pending as at 31.03.2026 0

12. RIGHTS ISSUE

During FY 2025-26, the Company undertook a Rights Issue aggregating up to approximately 36 Crore. The Rights Issue was made in the ratio of: 5 (Five) Rights Equity Shares for every 1 (One) fully paid-up Equity Share held by eligible shareholders as on the Record Date.

The Company allotted 35,69,50,000 Equity Shares of 1/- each pursuant to the Rights Issue on 21 January 2026. The Rights Issue was undertaken in accordance with applicable provisions of the Companies Act, 2013, SEBI regulations and other applicable requirements. The Equity Shares issued pursuant to the Rights Issue were subsequently approved for trading by BSE Limited on 23 January 2026.

13. GENERAL BODY MEETINGS

The details of General Meetings held during the preceding three financial years are as follows:

Financial Year Date Time Venue / Mode Special Resolutions
FY 2025-26 26.09.2025 11.30 AM Vedio Conference NA
FY 2025-26 02.01.2026 10.00 AM Vedio Conference NA
FY 2024-25 18.09.2024 11.30 AM Vedio Conference NA Regularisation Of Mr. Jayesh Patel (Din: 00147642) as a Non-Executive Non-Independent Director of the Company.
FY 2023-24 06.10.2023 01.30 PM Vedio Conference Shifting of Registered Office of The Company from the State of Maharashtra to the State of Gujarat.
Alteration in Object Clause of Memorandum of Association.

Postal Ballot

During FY 2025-26, the Company initiated the postal ballot process pursuant to the Board approval dated 18 July, 2025 and 05 February 2026.

Details of the resolutions passed through Postal Ballot shall be disclosed as follows:

Particulars Details
Date of Postal Ballot Notice 17.06.2025
Voting Period 9.00 a.m. (IST) on Thursday, 19th June, 2025, and ends at 05.00 pm. (IST) on Friday, 18th July, 2025.
Resolutions To Increase the Authorised Share Capital of the Company and Alteration of the Capital Clause of the Memorandum of Association of The Company.
Appointment of Statutory Auditor of the Company.
Scrutinizer Ankurkumar D. Gandhi
Result 18.07.2025
Particulars Details
Date of Postal Ballot Notice 05.02.2026
Voting Period 9.00 a.m. (IST) on Monday, 9th February, 2026, and ends at 05.00 pm. (IST) on
Wednesday, 11th March, 2026.
Appointment Of Statutory Auditor in A Casual Vacancy.
Regularization of Appointment Mr. Bikash Tarafdar (Din: 11001379) As an Independent Director.
Resolutions Regularization of Appointment Mr. Rupabhai Patel (Din: 11291265) As A Non-
Executive Non-Independent Director.
Approval For Change in Designation and Appointment of Mr. Arvindkumar
Gulabji Parmar (Din: 09356562) As Managing Director.
Scrutinizer Ankurkumar D. Gandhi
Result 11.03.2026

14. RELATED PARTY TRANSACTIONS

The Company has a policy on Related Party Transactions. During FY 2025-26, all transactions with related parties were undertaken in accordance with the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations, wherever applicable. Details of related party transactions are disclosed in the Notes forming part of the Financial Statements. Where applicable, prior approval of the Audit Committee and/or Board/shareholders was obtained. The Related Party Transactions Policy is available on the Companys website at: https://pulsarinternational.co.in

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct and other matters. The mechanism provides adequate safeguards against victimisation of persons using the mechanism. The Vigil Mechanism Policy is available on the Companys website at: https://pulsarinternational.co.in

16. CODE OF CONDUCT

The Company has adopted a Code of Conduct applicable to the Board of Directors and Senior Management Personnel. The Code is based on principles of integrity, ethical conduct, transparency and accountability.

The Managing Director has affirmed compliance with the Code of Conduct by the Board of Directors and Senior Management Personnel for FY 2025-26.

17. REMUNERATION OF DIRECTORS

Details of remuneration paid to the Directors during FY 2025-26 shall be disclosed based on the audited financial statements and applicable SEBI requirements.

18. MEANS OF COMMUNICATION

The quarterly and annual financial results and other statutory disclosures are submitted to BSE Limited in accordance with applicable requirements. The financial results and other relevant information are also made available on the Companys website. Website: https://pulsarinternational.co.in

BSE Scrip Code: 512591

Investor Email: pulsar.intltd@gmail.com

19. GENERAL SHAREHOLDER INFORMATION Annual General Meeting Date: 30.09.2026 Time: 11.30 P.M. Venue/Mode: Video Conferencing

Financial Year

01 April 2025 to 31 March 2026.

Dividend

The Board of Directors has not recommended dividend for FY 2025-26.

Listing

The Equity Shares of the Company are listed on: BSE Limited ISIN: INE183U01022

Registrar and Share Transfer Agent

KFin Technologies Ltd

Karvy House, 46, Avenue-4, Street No. 1, Banjara Hills,Hyderabad,Telangana,500038.

20. SHAREHOLDING PATTERN AS AT 31 MARCH 2026

Category No. of Shares Percentage
Promoter & Promoter Group 1,08,40,920 2.53%
Public 41,74,99,080 97.47%
Others 0 0.00%
Total 42,83,40,000 100%

21. DISTRIBUTION OF SHAREHOLDING

Shareholding Range No. of Shareholders % of Shareholders No. of Shares % of Shareholding
20001- 30000 569 1.21 1,41,38,986.00 3.3
5001- 10000 2,042 4.33 1,56,98,259.00 3.66
40001- 50000 255 0.54 1,19,53,854.00 2.79
50001- 100000 437 0.93 3,19,63,664.00 7.46
100001 & above 399 0.85 30,26,05,939.00 70.65
10001- 20000 1,265 2.68 1,83,47,898.00 4.28
30001- 40000 260 0.55 92,27,620.00 2.15
1-5000 41,960 88.92 2,44,03,780.00 5.7
Total 47,187 100.01 42,83,40,000.00 99.99

22. DEMATERIALISATION OF SHARES

As on 31 March 2026:

Particulars No. of Shares Percentage
NSDL 70095800 16.36%
CDSL 358244200 83.64%
Physical 0 0%
Total 428340000 100%

23. OUTSTANDING SECURITIES

As on 31 March 2026, the Company had no outstanding GDRs/ADRs/warrants/convertible instruments.

24. COMMODITY PRICE / FOREIGN EXCHANGE RISK

The Company has not been materially exposed to commodity price risk and foreign exchange risk during FY 2025-26. Where applicable, the details of risk management and hedging activities are disclosed in the Annual Report.

25. PLANT LOCATIONS

The Company has its registered office at: 216, Vibrant Mega Industrial Park, Survey No. 33, Mouje: Vehlal, Taluka: Daskroi, Ahmedabad, Gujarat, 382330. The Company has no manufacturing plant.

26. DISCLOSURES

The Company confirms that, to the extent applicable:

1. There were no materially significant related party transactions having potential conflict with the interests of the Company at large, other than those disclosed in the Financial Statements.

2. The Company has complied with applicable requirements relating to the capital markets.

3. No material penalties or strictures were imposed on the Company by SEBI, Stock Exchanges or any statutory authority on matters relating to capital markets during the relevant period, except as disclosed separately, if any.

4. The Company has a Vigil Mechanism/Whistle Blower mechanism.

5. No person has been denied access to the Audit Committee, wherever such requirement is applicable.

27. SECRETARIAL AUDIT

The Secretarial Audit Report issued pursuant to Section 204 of the Companies Act, 2013 and applicable SEBI requirements forms part of the Annual Report. The observations, qualifications, reservations or adverse remarks, if any, together with the managements explanation thereto, are disclosed in the Boards Report.

28. SECRETARIAL COMPLIANCE REPORT

The Company has obtained the Secretarial Compliance Report from a Practising Company Secretary for the financial year ended 31 March 2026, wherever applicable. The report is submitted to the Stock Exchange in accordance with the applicable provisions of SEBI LODR Regulations.

29. CEO / CFO CERTIFICATION

The requisite certification by the Managing Director and Chief Financial Officer, as applicable, relating to the financial statements and internal controls of the Company shall form part of the Annual Report.

30. CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

A certificate from a Practising Company Secretary regarding compliance with the applicable Corporate Governance requirements shall form part of the Annual Report.

31. POST-FINANCIAL YEAR EVENTS

The following changes occurred after 31 March 2026:

Date Event

02.06.2026 Mr. Vipul Panchal ceased to hold office as Chief Financial Officer

30.06.2026 Ms. Sakshi Bhutada ceased to hold office as Company Secretary

30.07.2026 Mr. Devendrasinh Umat resigned as Independent Director

17.08.2026 M/s. Sweta Jain & Co., Chartered Accountants, ceased to hold office as Statutory Auditors

The above events occurred after the end of FY 2025-26 and accordingly have not been considered in determining the Board/KMP/Auditor composition as at 31 March 2026. Appropriate disclosure shall be made in the Boards Report and/or other relevant sections of the Annual Report, wherever required.

32. DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT

I, Mr. Arvindkumar Parmar, Managing Director, hereby declare that the members of the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended 31 March 2026.

For and on behalf of the Board of Directors
Arvindkumar Parmar
Managing Director
DIN: 09356562
Place: Ahmedabad
Date: 04/09/2026

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.