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Transpek Industry Ltd Directors Report

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Transpek Industry Ltd Share Price directors Report

Directors Report

To

The Members,

Transpek Industry Limited

Your Directors have pleasure in presenting the Sixtieth Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS (STAND-ALONE)

2025-26 2024-25
Rs. in Lakhs Rs. in Lakhs

Net Sales including Trading and Operating Income

62,119.90 64,985.31

Other Income

2,450.44 2,870.78

Cash Profit/(Loss) before Extraordinary Items and Taxes

10,983.77 11,164.86

Profit/(Loss) before Tax

6,119.72 6,165.93

Provision for Taxation

Current:

(i) Current Tax

1,540.00 1,670.00

(ii) Deferred Tax (Asset) / Liability

15.25 (3,53.16)

(iii) Tax adjustment for earlier years

(0.34) (24.98)

Profit/(Loss) after Tax

4,564.81 4,874.07

Balance brought forward from Previous Year

42,521.03 38,445.49

Amount available for appropriation

46,032.44 42521.03

Note: Previous year figures have been regrouped / rearranged wherever necessary.

2. DIVIDEND:

Your Directors have recommended a Dividend of Rs.20/- (i.e.200%) per equity shares of Rs.10/- each on the Equity Share Capital of Rs.558.56 Lakhs for the year ended 31st March, 2026 (previous year Dividend 200% i.e. Rs.20/- per share).

The dividend will be paid after approval of shareholders, to the members whose names appear on the Register of Members as on 7th September, 2026 in case of physical shareholding and, in respect of shares in dematerialised form, it will be paid to members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. As per Regulation 43A of SEBI LODR Regulations it is not mandatory for the Company to have a Dividend Distribution Policy. However, the Company has a Dividend Distribution Policy, approved by the Board of Directors of the Company. The said policy is available at https://www.transpek.com/wp-content/uploads/2021/07/ Dividend-Distribution-Policy-1.pdf.

3. RESULTS OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS:

The net sale of the Company for the year under review is Rs.61,486.05 Lakhs as compared to Rs.64806.23 Lakhs in the previous year, a decrease of 5.12%. Export sales have decreased to Rs.51,530.13 Lakhs from Rs.55,705.73 Lakhs in the previous year i.e. a decrease of 7.50%. Domestic sales have increased to Rs.9,955.92 Lakhs from Rs.9,100.49 Lakhs in the previous year i.e. an increase of 9.40%. The Company has achieved a net profit of Rs.4564.81 Lakhs for the year 2025-2026 as against Rs.4,874.07 Lakhs in the previous year, i.e. a decrease of 6.35%.

4. OUTLOOK:

Details on the outlook are given in the Management Discussion and Analysis Report.

5. QUALITY, ENVIRONMENT, HEALTH AND SAFETY MANAGEMENT SYSTEMS:

The Company is accredited with Quality - Environment - Occupational Health & Safety, Energy and Information Security Management systems, QMS ISO 9001:2015, EMS ISO 14001:2015, OHSMS ISO 45001:2018, EnMS ISO 50001:2018, and ISMS ISO 27001:2022. Bureau Veritas India Private Limited is the Certification agency.

The Company is committed to ensure protection of the environment and maintenance of biodiversity.

The Company continues taking several initiatives to achieve this goal. The Company places a strong emphasis on ensuring occupational health and safety of the employees and surrounding population and has very effective safety management systems in place. The Company is taking many steps towards carbon emission reduction through energy conservation and using renewable energy source.

The Company is also recognised as "Responsible Care Company". We have received certification for Responsible Care.

As a part of the Corporate Social Responsibility and Sustainable development, in addition to the other initiatives, the Company has continued membership with EcoVadis and recently achieved gold Medal in EcoVadis for outstanding sustainability management practices in areas such as Environment, Labour, Human Rights, Ethics and Sustainable Procurement. This prestigious achievement places the Company amongst the top 5% of companies evaluated by EcoVadis in Chemical Sector.

The Companys membership in the UN Global Compact (UNGC) and the Roundtable on Sustainable Palm Oil (RSPO) confirms a companys dedication to sustainability, aligning business operations with universal principles for human rights, labour, environment, and anti-corruption, while adhering to global standards for sustainable palm oil production and supply chain integrity.

6. SUBSIDIARY COMPANY:

Transpek Creative Chemistry Private Limited:

Transpek Creative Chemistry Private Limited (TCCPL) is a wholly owned subsidiary of the Company which was incorporated on 6th January, 2020 with the objective of pursuing various business opportunities. TCCPLs financial statements are consolidated with the Companys financial statements.

7. DISCLOSURE UNDER THE COMPANIES ACT, 2013:

Information given below is pursuant to various disclosure requirements prescribed under the Companies Act, 2013 (hereinafter the Act), the rules thereunder and as per the Secretarial Standard IV on the Report of the Board of Directors, to the extent applicable to the Company and is in addition to those included in appropriate places in the Corporate Governance Report as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [hereinafter SEBI LODR Regulations] forming part of the Annual Report.

a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 and under Part - I Disclosures of Secretarial Standard IV is annexed to this report as ‘Annexure - I.

b) WEB ADDRESS WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED:

The Annual Return in form no. MGT - 7 as per Section 134 (3) (a) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is available at https://transpek.com/ wp-content/uploads/2025/12/Form-MGT-7.pdf.

c) REMUNERATION POLICY AND INFORMATION REGARDING REMUNERATION:

Particulars of the Companys Remuneration Policy and information pursuant to Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ‘Annexure-II. A copy of Policy is placed on the website of the Company https://www.transpek.com/wp-content/uploads/7077/05/ Nomination-and-Remuneration-Policy.pdf

d) CRITERIA FOR APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I The Nomination and Remuneration Committee shall consider the following aspects and traits for selecting a person for Directorship:

Qualifications

Age

Expertise and Experience

Understanding of Governance and Management Practices

Independence

The Nomination and Remuneration Committee shall consider the following aspects and traits for selecting a person for appointment in Key Managerial position and other Senior Management positions:

Qualifications

Age

Experience and Competence Industry background Managerial and Leadership abilities

A copy of the Policy is placed on the website of the Company. The link of the said policy is mentioned at point 7 (c).

e) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, your Company has not directly or indirectly -

(i) given any loan to any person or other body corporate other than usual advances envisaged in a contract for supply of materials or equipment or job work, if any;

(ii) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

(iii) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

f) RELATED PARTY TRANSACTIONS:

During the year under review, all the Related Party Transactions of repetitive nature were in the ordinary course of business and on an arms length basis. Those transactions and subsequent material modification were entered into after the Audit Committee of Directors prior approval or approval in the form of omnibus approval as provided in SEBI LODR Regulations.

Apart from these, the Company has carried out transactions with the following related parties as per the long-term contracts approved by the Audit Committee and Board of Directors of the Company as required under the Act and the SEBI LODR Regulations: continued the arrangement with M/s. TML Industries Limited (TML) for manufacture of the Companys product on job-work basis at TMLs factory premises situated at Village: Piludra, Dist: Bharuch and Village: Karakhadi, Dist: Vadodara; and Supply agreement between the Company and Silox India Private Limited (SIPL) for supply of Sulphur Dioxide.

The above transactions were not material related party transaction and hence prior approval of the shareholders of the Company was not required to be obtained. The Company has also granted financial assistance to Shroffs Foundation Trust and Shrujan LLDC for carrying out charitable activities, after prior approval of Audit Committee.

Your Directors draw attention of the members to Note no. 42 to the financial statement which sets out related party disclosures. Form AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is also attached as Annexure - II to this report.

The policy on materiality of related party transactions etc., as approved by the Board is placed on the Companys website on the link: https://transpek.com/wp-content/uploads/2026/04/Policy-on-Related-Party-Transactions-final.pdf

9) RISK MANAGEMENT:

The Company has formulated a policy to identify and evaluate business risks and opportunities in compliance with the provisions of Section 134 (3) (n) of the Act. This policy framework ensures transparency, minimises adverse impact on the business objectives and enhances the Companys competitive advantage.

On the basis of ISO: 31000 standard, the Company has adopted the Risk Management Procedures and has also put a mechanism in place for managing risk factors in technical and commercial areas. During the year under review, your Company has identified critical risks of the Company which the Committee/Board periodically review and suggest mitigating measures.

As per regulation 21 of SEBI LODR Regulations, it is not mandatory for the Company to have a Risk Management Committee. However, the Company has voluntarily constituted a Risk Management Committee.

Details of terms of reference of the Risk Management Committee and composition of the Committee is given in the Corporate Governance Report.

Also, a brief analysis of the Companys Opportunities and Threats are given in Management Discussion and Analysis Report.

h) EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF DIRECTORS AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134 (3) (p) and 178 of the Act, Rule 8 (4) of the Companies (Accounts) Rules, 2014 and Regulations 17 and 19 of SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, evaluation of the Chairman of the Board as well as of the working of the Audit, Nomination & Remuneration and other Committees of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report which forms a part of this Annual Report.

i) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH

THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on 31st March, 2026 and the date of this report.

j) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has laid down adequate and effective Internal Financial Controls with reference to financial statements, commensurate with its size and nature of business operations. During the year, such controls were tested and upgraded, where necessary, and no reportable material weaknesses in their design or operation were observed.

k) LEGAL COMPLIANCE:

The Board has devised proper systems commensurate with the size and operations of the Company to monitor and ensure compliance of all the applicable laws, Rules and Standards and the said system is found adequate and operating effectively. The functional heads of the different departments responsible for compliance submit compliance reports to the Managing Director, based on which the Company Secretary and the Managing Director provide compliance certificate to the Board on a quarterly basis. The Company also has put in place a software for Compliance Tracker for all compliances that the Company is required to carry out.

I) CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, your Company carried out various CSR activities directly as well as through the organisations to whom your Company had provided funds for carrying out its CSR activities. Details of such activities are as under:

The Companys CSR team continued to implement development initiatives in villages in and around Ekalbara. Under the Education Support Program, academic support was provided to more than 370 students from Classes I to X to enhance their academic performance. As a result, a significant improvement in students learning outcomes was observed. In addition, students were guided and motivated to pursue higher education.

The Companys Vocational Training Centre (VTC), established in January 2021, remained operational during the year. The success of this model attracted interest from several NGOs seeking its replication. Accordingly, the VTC model was extended to Jambusar and Bharuch in collaboration with Aatapi Seva Foundation; to Dholera, Ahmedabad through Mahiti Trust; and to Vadodara city through Mahavir Foundation Trust and Sais Angels Foundation Trust. Furthermore, multi-skilling workshops were conducted in the villages of Chhotaudepur and Dediyapada in partnership with Shroffs Foundation Trust. Under this intervention, 480 trainees were successfully trained.

Sais Angel Foundation, the Company continued to operate a successful Help Desk model, benefiting over 500 individuals by facilitating access to various government schemes and entitlements. Nachiketa Value Education trainings were also continued during the year, with capacity-building sessions conducted for teachers and workshops organised for 100 students.

Additionally, a new initiative was launched to support 50 underprivileged students in their academic and holistic development. The programme yielded notable improvements in students overall performance and personal growth.

Ram Krishna Mission (RKM): The Company continued its efforts to impart values and life skills education to young boys and girls, enabling them to become responsible and capable citizens of the future. Under this initiative, more than 100 underprivileged students from Ekalbara village and

low-income areas of Vadodara city were benefited through two focused interventions.

Aatapi Seva Foundation continued two help desk in Jambusar area with one of the most successful initiatives this year, benefiting 4000+individuals by facilitating access to Government schemes and services generating a huge amount of benefit for the community.

Unified Growth Foundation (UGF) UGF publishes the Balmurti online magazine fortnightly, reaching a global audience through national and international platforms and catering to stakeholders working with children. During 202425, a total of 24 editions were released, featuring audio and video articles available on its official website. The magazine achieved a reach of over 12 Lakhs people, supported by a growing base of 28,000+ YouTube subscribers worldwide.

Shroffs Foundation Trust (SFT) :

The Public Health Project continued to be implemented across approximately 30 villages in Chhota Udepur. During the year, a large number of patients were screened and provided with primary healthcare services. Over 100 health awareness and educational programmes were conducted, benefiting more than 3,000 participants. A new and impactful model, Arogya Shilpi, was successfully launched during the year. Under this initiative, 73 health camps were organised, reaching 1,950 patients through basic curative care, preventive counselling, early screening, and referrals. Additionally, 42 patients were referred for secondary care services.

Sharda Medical Centre (SMC) is a need-based healthcare model designed to cater to the needs of people in remote areas of Chhotaudepur. During the year, the Company supported the re-establishment and strengthening of SMCs infrastructure to meet the growing demand for healthcare services. As a result, more than 5,000 patients availed OPD as well as indoor treatment services.

Agriculture and animal husbandry programmes were actively implemented in Chhotaudepur and Dediyapada. Farm schools under agriculture and horticulture continued to serve as knowledge-sharing and motivation hubs, fostering local entrepreneurship. Through the promotion of Vermi-wash and Vermicompost practices, 100 farmers adopted complementary agricultural techniques, leading to improved soil health and reduced input costs. Additionally, six entrepreneurs were supported in establishing livelihoods through Amrut Pani and Brahmastra, resulting in enhanced income levels.

Under the comprehensive livelihood programme, several tribal households in Chhotaudepur were supported with Kadaknath poultry units, along with training, healthcare support, and access to nutritious food. Furthermore, para- vet services were extended, benefiting livestock health significantly, with over 10,000 animals treated-thereby strengthening farmers livelihoods.

A brief outline of the policy and the CSR activities carried out during the year is annexed to this report as ‘Annexure - IV.

m) PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure - V and forms part of this Report.

n) SECRETARIAL AUDITOR AND SECRETARIAL AUDITORS REPORT:

With the recent SEBI circular viz. SEBI/LAD-NRO/GN/2024/218 dated 12th December, 2024, and the guidelines issued by the Institute of Company Secretaries of India, the erstwhile Secretarial Auditor viz. Shri Vijay L. Vyas, who also acted as Consultant/ Retainer of the Company, could not simultaneously function as Secretarial Auditor as well as Consultant of the Company from the financial year 2025-26. It was decided to continue services of Shri Vijay L. Vyas as Consultant of the Company from the financial year 2025-26, which required the Company to appoint a new Secretarial Auditor in his place.

Pursuant to the said amendments, your Company has appointed M/s. TNT & Associates, (Peer Review Certificate No. 3209/2023 & Firm Registration No. P2018GJ069800), Vadodara, firm of Company Secretaries as Secretarial Auditors of the Company for a term of 5 years from the conclusion of the 59th Annual General Meeting held on 3rd September, 2025 to conduct Secretarial Audit for the year ended 31st March, 2026 till the financial ending on 31st March, 2030.

The Secretarial Auditor has submitted his Report on Secretarial Audit conducted by him which is annexed to this report as ‘Annexure - VI. He has also given Annual Secretarial Compliance Report as required under SEBI LODR Regulations, which has been submitted to BSE Limited. The said Reports do not contain any qualification, reservation or adverse remark.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under the review, Shri Avtar Singh, Joint Managing Director of the Company has resigned from the Company w.e.f. close of business hours on 31st March, 2026, due to personal and familial reasons. The Board of Directors accepted the resignation of Shri Avtar Singh, Joint Managing Director and appreciated the contribution of Shri Avtar Singh, Joint Managing Director, for the growth of the Company and wished him well for his future endeavours.

Shri Ashwin C. Shroff, Non-Executive and Non-Independent Director and Chairman of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend his reappointment.

There was no change in Key Managerial Personnel other than the resignation of Shri Avtar Singh as the Joint Managing Director of the Company during the year.

g TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT SET UP BY GOVERNMENT OF INDIA:

During the year under review, your Company has transferred to IEPF the unclaimed dividend amount of Rs.4,79,574 /- and 2968 equity shares of the shareholders of the Company whose dividend had been lying unclaimed with the Company for a period seven consecutive years pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto by the Ministry of Corporate Affairs, Government of India.

The list of the shareholders whose dividend and shares are transferred to IEPF is available on the Companys website www. transpek.com.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (3) (c) of the Act with respect to Directors Responsibility Statement, the Directors state that:

a) In the preparation of the annual accounts, 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 judgements 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 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 the 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;

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

11. INVESTMENT IN HYBRID CAPTIVE POWER PLANT:

During the year under review, your Company invested in Equity Share Capital of First Energy 11 Private Limited, a Company engaged in business comprising of owning, operating and maintenance of the Captive Power Plant (Windmill and Solar). The total investment is 35,00,000 Equity shares of Rs.10/- each aggregating to Rs.3,50,00,000/-.

This project will enable the Company to access 2.8MW of renewable solar and wind energy. This will result in lower power costs, ensure a reliable green power supply and getting carbon credit thereby promoting sustainable ESG.

The project is expected to be partially commercialised in May, 2026.

12. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 the Act as well as under Regulation 25 of SEBI LODR Regulations.

13. CORPORATE GOVERNANCE:

A separate report on Corporate Governance as required under Regulation 34 of the SEBI LODR Regulations, 2015 is included in this Report along with a certificate of the Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the said Regulation.

14. AUDITORS AND AUDITORS REPORT:

a) STATUTORY AUDITORS:

The members of the Company, had, at their 59th Annual General Meeting held on 3rd September, 2025, reappointed M/s. Bansi S. Mehta & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 59th Annual General Meeting upto the conclusion of 64th Annual General Meeting as prescribed under Section 139(1) and (2) of the Act and relevant rules framed thereunder. The remuneration of Auditors as recommended by the Audit Committee has been approved by the Board.

The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

M/s. Bansi S. Mehta & Co. have given their consent as required under Section 139(1) of the Companies Act, 2013 ("the Act") and Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

b) COST AUDIT COMPLIANCE:

The Board has appointed M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditors for conducting cost audit of cost records of the Company for the Financial Year 2025-26 under Section 148 (1) of the Act. Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit)

Rules, 2014, Cost Audit Report for the financial year ended 31st March, 2025 was submitted to the Central Government on 22th August, 2025. Their Report did not contain any qualification, reservation or adverse remark or disclaimer.

The Board has, at its meeting held on 26th March, 2026, re-appointed M/s. Kishore Bhatia & Associates as Cost Auditors of the Company cost audit of cost records of the Company for the Financial Year 2026-27 under Section 148 (1) of the Act. Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

Necessary resolution for approval of their remuneration as recommended by the Audit Committee and the Board of Directors is being proposed for ratification at the ensuing 60th Annual General Meeting. The Board of Directors commend their re-appointment.

15. DISCLOSURES:

Details of the composition of the Audit Committee of Directors of the Company have been mentioned in the Corporate Governance Report. During the year under review, there were no instances wherein the Board of Directors of the Company did not accept the recommendations of the Audit Committee.

More details about all the Committees of Directors are given in the Corporate Governance Report.

During the year under review 6 (six) Board meetings were held. For further details, please refer to the Report on Corporate Governance.

The Company has established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of code of conduct, details of which have been given in the Corporate Governance Report. The Whistle Blower Policy has been posted on the website of the Company and can be accessed at link - https://transpek.com/wp-content/uploads/2018/10/Whistle-Blower-Policy.pdf.

16. CHANGE IN THE NATURE OF BUSINESS:

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

17 FIXED DEPOSITS:

During the year under review, your Company has accepted/renewed deposits amounting to Rs.6,34,35,000/- only from the shareholders of the Company. The deposits which matured and remained unclaimed as at 31st March, 2026 amount to Rs.2,60,000/-. The Company had sent written reminders to the Depositors for their appropriate action in this regard and as on the date of this report deposits amounting to Rs.2,60,000/- only have remained unclaimed.

The Deposits and Interest which remained unclaimed for the last seven years have been transferred to the Investor Education and Protection Fund as required under Section 125 of the Act. The list of the depositors whose deposits and interest are transferred to IEPF is available on the Companys website https://www.transpek.com/index.php/policies-and-other-information/.

During the year, there has been no default in repayment of deposits or payment of interest thereon. Also, during the year, there were no deposits accepted by the Company which did not comply with the requirements of Chapter V of the Act.

18 STOCK EXCHANGE:

The Companys equity shares are listed on the BSE Limited and the Listing Fees of the Company for the Financial Year 2025-26 have been paid. The address of the said Exchange is as under:

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai - 400 001.

Scrip ID: transpek; Scrip Code: 506687;

Group/Index: B; ISIN: INE687A01016

19. HEALTH CARE AND WELFARE OF EMPLOYEES:

The Company continues to prioritise the health, safety, and overall well-being of its employees by maintaining and enhancing various welfare initiatives. These include subsidised meals at the Companys canteen, comprehensive medical facilities, Group Term Life Insurance, Group Mediclaim Insurance, and Group Personal Accident Insurance.

To further strengthen healthcare support, the Company has implemented a top-up medical insurance policy of Rs.4,00,000 per employee, enabling access to quality medical treatment. In addition, the Company has entered into a tie-up with a reputed Naturopathy Centre to promote holistic health and preventive care among employees.

Employees are also provided access to regular consultation services of a homeopathy doctor across all manufacturing sites and the Registered Office, which has been well received and beneficial.

The Company adopts a proactive approach towards long-term employee health through preventive medical examinations covering physical health, mental well-being, nutrition, and fitness. Health-oriented leadership workshops and wellness programmes are regularly conducted.

To promote work-life balance and employee engagement, the Company encourages participation in sports and cultural activities. Facilities such as a gymnasium and table tennis area have been established for employee use. Initiatives like "Fun Friday" activities are organised to foster team spirit and a positive work environment.

The Company also supports employees in their personal and professional growth by providing financial assistance for higher education. Merit awards are presented to employees children for their academic excellence.

Further, the Company has instituted a welfare support scheme for widows of employees, wherein financial assistance is provided through a dedicated fund to help them meet their family needs.

In recognition of its people-centric practices and workplace culture, the Company has been awarded the prestigious "Great Place to Work" certification, reaffirming its commitment to creating a positive and inclusive work environment.

20. PROTECTION OF WOMEN AT WORKPLACE:

The Company has employed a number of women in various cadres. It has put in place a Prevention of Sexual Harassment Policy at work place in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal committee of women employees is also set up to redress complaints received which are monitored by women supervisors who are fully aware of the Policy and redressal mechanism. All employees of the Company and those of contractors as well as trainees are covered under this Policy. No complaint was received from any employee during the financial year 2025-26 and no complaint is pending as on 31st March, 2026 for redressal.

21 MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis as required under Regulation 34 (2) (e) and Schedule V of SEBI LODR Regulations dealing with the Operations, Business Performance, etc. is given separately and it forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and assistance extended to the Company by the Companys Bankers and Central and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors acknowledge with gratitude the support of the shareholders, investors, customers and suppliers for the faith reposed in the Company and its management.

BY ORDER OF THE BOARD

A. C. SHROFF

PLACE: VADODARA

CHAIRMAN

DATED: 26th May, 2026

DIN:00019952

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