Teja Engineering Industries Ltd Directors Report

 

To The Members of M/s. TEJA ENGINEERING INDUSTRIES LIMITED

Your Directors have pleasure in presenting the 3rd Boards Report together with the Audited Statement of Accounts and the Auditors Report of your company for the financial period ended 31st March, 2026.

FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	2025-26	2024-25
Net Sales / Income from Business Operations	7744.25	5521.83
Other Income	86.97	1.49
Total Income	7831.21	5523.32
Less: Expenses	6977.42	4985.54
Profit / Loss before tax and Extra Ordinary / Exceptional Items	853.80	537.78
Less: Extra Ordinary / Exceptional Items	0.00	0.00
Profit Before Tax	853.80	537.78
Less: Current Income Tax	225.95	133.85
Less: Previous year Adjustment of Income Tax	0.00	0.00
Less: Deferred Tax	2.73	2.34
Net Profit After Tax	625.11	401.59

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the financial year under review, the Company recorded a total income of 7831.21 Lakhs from its business operations and other sources, as against 5523.32 Lakhs in the previous financial period. The Net Profit after tax stood at 625.11 Lakhs, reflecting a significant improvement in the Companys financial performance.

The Directors believe that the Companys established business operations, strengthened financial position and continued emphasis on operational efficiency place it in a position to pursue sustainable growth. While the business environment continues to present both opportunities and challenges, the management will continue to focus on prudent decision-making, customer satisfaction and long-term value creation for all stakeholders.

 

CHANGE IN NATURE OF BUSINESS:

During the period under review, there was no change in nature of business of the Company.

DIVIDEND

With a view to conserve the resources for future prospect and growth of the Company, the Board of Directors of the Company have not recommended any Dividend on Equity Shares of the Company. Dividend Distribution policy is uploaded on website at https://tejaengineering.com/ShareHolder.aspx

WEBLINK OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31, 2025 is available on the website of the Company at https://tejaengineering.com/Financials.aspx .

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Company has not transferred any amount from its Profit & Loss Account to General Reserve of the Company. It is not proposed to transfer any amount to reserves out of the profits earned during FY 2025-26.

INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company. No Company has become or ceased to be subsidiary, Joint Venture or Associate Company during the period under the review.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance under Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016 shall not apply to our Company. Therefore, the Company has not provided a separate report on Corporate Governance.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

MATERIAL CHANGES AND COMMITMENTS

The financial year 2026-27 is significant for the Company as its equity shares were listed on the SME Emerge Platform of National Stock Exchange of India Limited on 7th July, 2026. The Company also successfully completed its Initial Public Offer (IPO) comprising a fresh issue of 16,98,000 equity shares at an issue price of ?‚?220 per equity share, aggregating to ?‚?3735.60 Lakhs. The proceeds from the IPO are being utilized for the objects stated in the Prospectus.

The listing on the SME Emerge platform has strengthened the Companys capital base and enhanced its visibility in the capital market. The Company remains focused on the efficient utilization of the funds raised, improving operational performance, maintaining financial discipline and complying with applicable regulatory requirements.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Period 2025-26, the Company held 18 (Eighteen) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Sr. No	Date of Board Meeting	Board Strength	Number of Directors present
1	07/04/2025	5	5
2	01/05/2025	5	5
3	12/06/2025	5	5
4	01/07/2025	5	5
5	26/07/2025	5	5
6	21/08/2025	5	5
7	13/09/2025	5	5
8	20/09/2025	5	5
9	26/09/2025	5	5
10	29/09/2025	5	5
11	03/10/2025	5	5
12	26/12/2025	5	5
13	19/01/2026	5	5
14	02/02/2026	5	5
15	06/02/2026	5	5
16	02/03/2026	5	5
17	18/03/2026	5	5
18	25/03/2026	5	5

 

 

Name	Meetings Held	Meetings Attended
1. SRINIVASARAO VAKALAPUDI	18	18
2. SURYAKUMARI VAKALAPUDI	18	18
3. VIDIYALA NAVYA VASANTHA	18	18
4. MEHUL NARENDRAKUMAR HINGU	18	18
5. JOSNA RAJESHKUMAR PAMULA	18	18

Meetings of Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Board met 1 time during the Financial Period under review as follows:

S. No.	Date of Committee Meeting	Number of members of Committee	Number of members who attended the Committee Meeting
1.	19/01/2026	3	3

Meetings of Audit Committee

The Audit Committee of the Board met 13 times during the Financial Period under review as follows:

S. No.	Date of Committee Meeting	Number of members of Committee	Number of members who attended the Committee Meeting
1.	03/04/2025	3	3
2.	01/05/2025	3	3
3.	01/07/2025	3	3
4.	26/07/2025	3	3
5.	21/08/2025	3	3
6.	13/09/2025	3	3
7.	26/09/2025	3	3
8.	03/10/2025	3	3
9.	26/12/2025	3	3
10.	19/01/2026	3	3
11.	02/02/2026	3	3
12.	18/03/2026	3	3
13.	25/03/2026	3	3

(Page 23)

Meetings of Nomination and Remuneration Committee Meeting

The Nomination and Remuneration Committee of the Board met 2 times during the Financial Period under review as follows:

S. No.	Date of Committee Meeting	Number of members of Committee	Number of members who attended the Committee Meeting
1.	21/08/2025	3	3
2.	19/01/2026	3	3

MEETINGS OF THE MEMBERS

During the Financial Period 2025-26, the Company held 4 (Four) general meetings of the members which is summarized below.

SN	Date of Meeting	Type of Meeting	Members Strength	No. of Members Present
1.	20/09/2025	Annual General Meeting	18	9
2.	19/08/2025	Extra ordinary General Meeting	18	9
3.	19/01/2026	Extra ordinary General Meeting	18	9
4.	12/02/2026	Extra ordinary General Meeting	18	9

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 for the Financial period ended on 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial period and of the profit and loss of the company for that period;

(c) The directors had 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 had prepared the annual accounts on a going concern basis; and

(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.

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

RELATED PARTY TRANSACTIONS

The Company has entered into Related Parties Transaction as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. All related party transactions entered by the Company were at arms length and in the ordinary course of business. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. Form no. AOC-2 is attached with this report for your kind perusal and information as Annexure: 1. The details of all related party transactions are disclosed in Notes to Financial Statements.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 2 to this Report. Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of Section 136 of the Act, the Reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary.