Dear Shareholders,
Your directors have pleasure in presenting 9,h Annual Report on
the Business and Operations of the Company together with the Audited Financial Statements
for the Financial Year ended 31st March, 2026.
FINANCIAL HIGHLIGHTS |
|
(Rs. In Lakhs) |
Particulars |
2025-26 |
2024-25 |
Revenue from Operations |
2,82463 |
2,635.83 |
Other Income |
5.56 |
16.74 |
Total Income |
2,830.19 |
2,652.57 |
Total Expenses |
2,722.96 |
2,518.89 |
Profit Before Tax |
107.25 |
133.69 |
Less: Current Tax |
25.80 |
26.05 |
Deferred Tax |
1.20 |
5.07 |
Profit for the Year |
80.24 |
102.56 |
FINANCIAL PERFORMANCE
For the financial Year 2025-26, your Company recorded Total Income of Rs. 2,830.19
lakhs as against Rs. 2652.57 lakhs in the previous year and thereby recording the increase
in the net Income by 6.70% over previous year. Further for the Financial Year 2025-26, the
company achieved Net Profit of Rs. 80.24 lakhs as compared to Rs. 102.56 lakhs in the
previous financial year.
CHANGE IN NATURE OF BUSINESS
During the year, there is no change in nature of Business during the financial year.
DIVIDEND
Considering the future prospects and business planning, the Board has decided to retain
the profit in the Company; hence, the board has not recommended any dividend for the
financial year 2025-26.
BONUS ISSUE OF SHARES:
The Board has recommended the fully paid-up issue of Bonus Shares in the ratio of: 1:1
(One Bonus Equity Share(s) for every One existing Equity Share(s) held by the members)
subject to approval of the members in the ensuing Annual General Meeting.
TRANSFER TO SPECIAL RESERVE
Your directors do not propose transfer of any amount to any special Reserve Account.
CHANGES IN SHARE CAPITAL Authorized Share Capital
The present Authorised Capital of the Company is Rs. 13,00,00,000/- divided into
1,30,00,000 Equity Shares of Rs. 10/- each. There was no change in Authorised Share
Capital of the Company during the year.
Issued, Subscribed & Paid-up Capital
The present Issued, subscribed and Paid-up Capital of the Company is Rs. 6,33,80,700/-
divided into 63,38,070 Equity Shares of Rs. 10/- each.
After the closure of the financial year, the Company has allotted 3,16,500 (Three Lakh
Sixteen Thousand Five Hundred) Equity Shares of ^10/- each on a preferential basis to
eligible allottee, in accordance with the provisions of the Companies Act, 2013 and the
applicable rules made thereunder. The issued, subscribed and paid-up share capital of the
Company stands increased accordingly.
The entire Paid-up Equity Capital of the Company is listed at National Stock Exchange
of India Limited (NSE).
The Company has not issued any shares with differential rights, sweat equity shares,
equity shares under Employees Stock Option Scheme during the year.
LISTING FEES
The Annual Listing Fees for the Financial Year 2026-27 have been paid to National Stock
Exchange of India Limited (NSE) where the Company's Shares are listed.
FINANCE
During the year under review the Company availed credit facilities from the Bankers as
per the business requirements. Your Company has been regular in paying interest and in
repayment of the principal amount of the term lenders.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURE
OR ASSOCIATE COMPANIES DURING THE YEAR
The Company does not have any Subsidiary, Joint Venture or Associate Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and
marked as "Annexure-A".
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions/contracts/arrangements entered into by the Company with related
party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013,
during the financial year under review were in ordinary course of business and on an arm's
length basis. Further, none of these contracts / arrangements / transactions with related
parties could be considered material in nature as per the thresholds given in Rule 15(3)
of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is
required to be given in this regard. For the purpose of compliance AOC-2 is attached as
"Annexure-B"
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forming part of this Report as Annexure-C.
Disclosures relating to remuneration and other details 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 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and
as advised, the Annual Report excluding the aforesaid information is being sent to the
members of the Company. Any Member interested in obtaining a copy of the same may write to
the Company Secretary & Compliance Officer.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards have been duly followed by
the Company during the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future during the year.
DISCLOSURE OF MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the companies act, 2013. Accordingly,
such accounts and records are not made and maintained by the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Directors:
Your Company's Board comprises of the following directors: -
| Sr. No DIN/PAN |
Name of Directors |
Designation |
Category |
Date of Appointment |
| 1 07177326 |
Jyoti Sanjay Dubev |
Whole-time director |
Promoter |
10/11/2017 |
| 2 0221861A |
Sanjay Narbada Dubey |
Managing Director |
Promoter |
10/11/2017 |
| 3 07916027 |
Narbada Bhujavan Dwivedi |
Non-Executive Director |
Promoter |
10/11/2017 |
| 4 09116659 |
Rima Amitbhai Dalai |
Director |
Independent |
22/03/2021 |
| 5 09116868 |
Sanjay Dayalji Kukadia |
Director |
Independent |
22/03/2021 |
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. There is no change
in the composition of the Board of Directors during the financial year 2025-26. None of
the Directors is disqualified as on 31s1 March, 2026 from being appointed as a
Director under Section 166 of the Act.
In accordance with the provisions of the Articles of Association and Section 152 of the
Companies Act, 2013, Mrs. Jyoti Sanjay Dubey (DIN 07177326), Director of the Company
retires by rotation at the ensuing annual general meeting. She, being eligible, has
offered himself for re-appointment as such and seeks re-appointment. The Board of
Directors recommends his appointment on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and
Secretarial Standards-ll issued by ICSI, of the person seeking appointment /
re-appointment as Directors are annexed to the Notice convening the 9th annual general
meeting.
Key Managerial Personnel
Followings are the Key Managerial Personnels of the Company appointed in accordance
with Section 203 of the Companies Act, 2013.
| Sr. No Name of KMP |
Designation |
| 1 Jyoti Sanjay Dubey |
Whole-time director |
| 2 Sanjay Narbada Dubey |
Managing Director |
| 3 Ravindra Matvarsingh Rawat |
CFO |
| 4 Deepika Chauhan |
Company Secretary (w.e.f. 13th February, 2026) |
| 5 Arihant Gadiya |
Company Secretary (upto 22nd November, 2025) |
During the year Mr. Arihant Gadiya Resigned as Company Secretary and Compliance Officer
of the Company w.e.f. 22n<1 November, 2025 and Ms. Deepika Chauhan appointed
as Company Secretary and Compliance Officer of the Company w.e.f. 13,h
February, 2026.
Performance Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Companies Act,
2013 in the following manners;
- The performance of the board was evaluated by the board, after seeking inputs from
all the directors, on the basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc.
- The performance of the committees was evaluated by the board after seeking inputs
from the committee members on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc.
- The board and the nomination and remuneration committee reviewed the performance of
the individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc.
- In addition, the performance of chairperson was also evaluated on the key aspects of
his role.
Separate meeting of independent directors was held to evaluate the performance of non-
independent directors, performance of the board as a whole and performance of the
chairperson, taking into account the views of executive directors and non-executive
directors. Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.
DISCLOSURE FROM INDEPENDENT DIRECTORS
In terms of Section 149 of Companies Act, 2013 and the SEBI Listing Regulations, Mr.
Sanjay Dayalji Kukadia and Ms. Rima Amitbhai Dalai are the Independent Directors of the
Company as on date of this report.
The Company has received a declaration from the Independent Directors of the Company
under Section 149(7) of Companies Act, 2013 and 16(l)(b) of Listing Regulations confirming
that they meet criteria of Independence as per relevant provisions of Companies Act, 2013
for financial year 2025- 26. The Board of Directors of the Company has taken on record the
said declarations and confirmation as submitted by the Independent Directors after
undertaking due assessment of the veracity of the same. In the opinion of the Board, they
fulfill the conditions for Independent Directors and are independent of the Management.
All the Independent Directors have confirmed that they are in compliance with Rules 6(1)
and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with
respect to registration with the data bank of Independent Directors maintained by the
Indian Institute of Corporate Affairs.
None of Independent Directors have resigned during the year.
COMMITTEES OF THE BOARD OF DIRECTORS
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The following Committees constituted by the Board function according to their
respective roles and defined scope:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders' Relationship Committee
- Vigil Mechanism Committee
AUDIT COMMITTEE
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013 ("the Act"). The Composition of the Audit
Committee is in conformity with the provisions of the said section.
The scope and terms of reference of the Audit Committee have been framed in accordance
with the Act.
Composition of Audit Committee:
| Name of Members |
Designation |
Membership in Committee |
| Mr. Sanjay Dayalji Kukadia |
Independent Director |
Chairman |
| Ms. Rima Amitbhai Dalai |
Independent Director |
Member |
| Mr. Sanjay Narbada Dubey |
Managing Director |
Member |
There was no change in the composition of the Audit Committee during the financial year
2025-26. Recommendations of Audit Committee, wherever/whenever given, have been accepted
by the Board of Directors.
VIGIL MECHANISM COMMITTEE
Vigil Mechanism Committee constituted in terms of Sub-Section 9 of Section 177 of the
Companies Act, 2013 for the directors and employees of the Company to report their genuine
concerns or grievances.
Composition of Vigil Mechanism Committee:
| Name of Members |
Designation |
Membership in Committee |
| Mr. Sanjay Dayalji Kukadia |
Independent Director |
Chairman |
| Ms. Rima Amitbhai Dalai |
Independent Director |
Member |
| Mr. Sanjay Narbada Dubey |
Managing Director (Executive) |
Member |
There was no change in the composition of the Audit Committee during the financial year
2025-26.
Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct.
The Policy is available on website of Company at https://www.abhishekintegrations.com/wp-
content/uploads/2023/01/Whistle-Blower-Policy.pdf there were no cases reported during
the period.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted by the Board of
Directors of the Company in accordance with the requirements of Section 178 of the Act.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees.
Composition of Nomination and Remuneration Committee:
| Name of Members |
Designation |
Membership in Committee |
| Mr. Sanjay Dayalji Kukadia |
Independent Director |
Chairman |
| Ms. Rima Amitbhai Dalai |
Independent Director |
Member |
| Mr. Narbada Bhujavan Dwivedi |
Non-Executive Non- Independent Director |
Member |
There was no change in the composition of the Audit Committee during the financial year
2025-26.
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a
high-performance culture. It enables the Company to attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The Company pays remuneration by way of salary
to its Executive Directors and Key Managerial Personnel. The policy is available on the
website of the Company at
https://www.abhishekintegrations.com/wp-content/uploads/2023/01/Nomination-Remuneration-
Policy.pdf
STAKEHOLDERS RELATIONSHIP COMMITTEE:
A Stakeholders Relationship Committee constituted in terms of Section 178 of the
Companies Act, 2013.
Composition of Stakeholders Relationship Committee:
| Name of Members |
Designation |
Membership in Committee |
| Mr. Narbada Bhujavan Dwivedi |
Non-Executive Non- Independent Director |
Chairman |
| Mr. Sanjay Narbada Dubey |
Managing Director (Executive) |
Member |
| Mrs. Jyoti Sanjay Dubey |
Whole-time Director |
Member |
RISK MANAGEMENT POLICY:
The Company has a Risk Management Policy, which periodically assess the threats and
opportunities that wilt impact the objectives set for the Company as a whole. The Policy
is designed to provide the categorization of risk into threat and its cause, impact,
treatment and control measures. As part of the Risk Management Policy, the relevant
parameters for protection of environment, safety of operations and health of people at
work are monitored regularly.
CORPORATE GOVERNANCE REPORT:
The Company being SME Listed is not required to disclose corporate governance report
for the financial year 2025-26 as a part of Annual report, pursuant to the provisions of
Regulation 15 of SEBI (Listing obligations and disclosure requirements), 2015.
AUDITORS & AUDITORS' REPORT Statutory Auditor:
In accordance with Section 139 of Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, at the 4,h Annual General Meeting held on 31st
May, 2021, the Members approved appointment of M/s. Gattani & Associates, Chartered
Accountants (FRN: 103097W) to hold office from the conclusion of the 4th Annual
General Meeting until the conclusion of the 9,h Annual General Meeting on such
remuneration as may be fixed by the Board apart from reimbursement of out of pocket
expenses as may be incurred by them for the purpose of audit. The term of Statutory
Auditor expires at the ensuing Annual General Meeting.
The Company has not received the consent letter from the existing auditor for
re-appointment as the Statutory Auditor of the Company.
The Board Therefore has proposed the appointment of M/s. Nilesh K. Agarwal & Co.,
Chartered Accountants (Firm Regn. No.: 124884W) to hold office as such from the conclusion
of 9th Annual General Meeting of the Company till conclusion of 15th
Annual General Meeting of the Company to be held in the financial year 2031-32.
The Auditors' Audit Report does not contain any qualifications, reservations, adverse
remarks or disclaimers.
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Hardik Jetani & Associates, Practicing Company Secretary to undertake
the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed
herewith as Annexure-D forming part of this report.
The Secretarial Auditors' Audit Report does not contain any qualifications,
reservations, adverse remarks or disclaimers.
Internal Auditors:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the Company has appointed M/s. Nilesh K. Agrawal & Co.,
Chartered Accountants to undertake the Internal Audit of the Company for the FY 2025-26.
MEETINGS OF BOARD OF DIRECTORS
During the year under review, there were 12 (Twelve) Board Meetings held dated May 14,
2025, May 30, 2025, May 31, 2025, September 2, 2025, September 11, 2025, September 30,
2025, November 06,
2025, November 22, 2025, December 20, 2025 December 27, 2025 January 17, 2026 and
February 13,
2026, in respect of which proper notices were given and the proceedings were properly
recorded, signed and maintained in the minute's book kept by the Company for the purpose.
The prescribed quorum was present for all the Meetings.
The intervening gap between two board meetings was within the period prescribed under
the Companies Act, 2013 and the Secretarial Standard-I. The prescribed quorum was
presented for all the Meetings.
MEETINGS OF THE MEMBERS
The Last i.e. the 8th Annual General Meeting of the Company for the
financial year 2024-25 was held on September 26, 2025.
There was no Extra Ordinary General Meeting held during the year under review.
PARTICULARS OF LOANS AND INVESTMENT
There were no loans, guarantees or investments made by your Company under the
provisions of Section 186 of the Companies Act, 2013 during the period under review.
WEB LINK OF ANNUAL RETURN
The details forming part of Annual Return as required under Section 92 of the Companies
Act, 2013 will be made available at the website of the Company at
www.abhishekintegratiQns.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:
a) Conservation of energy:
Since the company does not carry on any manufacturing Activities, the provision
regarding this disclosure is not Applicable.
b) Technology absorption:
There is no specific area in which company has carried out any Research &
Development. No technology has been imported as the company does not carry on any
manufacturing activity.
c) Foreign exchange earnings and Outgo:
i. Foreign Exchange Earnings : NIL
ii. Foreign Exchange Outgo : NIL
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a safe and conducive work environment to its
employees. During the year under review your company has taken reasonable measures to
provide safe working environment for all female workers.
Your directors further state that during the year under review, the Company has not
received any complaints of work place complaints, including complaints on sexual
harassment during the year under review.
DEPOSITS
The Company has not accepted any deposits from public during the year under review, and
as such, no amount of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
The declarations have been received from them that the said loan has not been given out
of funds acquired by them by way of borrowing or accepting loans or deposits from others.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
and the date of this report.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to Financial Statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Statutory Auditors of the Company for
inefficiency or inadequacy of such controls.
The internal audit is carried out by the Internal Auditors of the Company for the
Financial Year 2025- 26 under review. The periodical audit reports, including significant
audit observations and corrective actions thereon, are presented to the Chairman of the
Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not covered under class of Companies as specified under Section 135 of
the Companies Act, 2013; hence, reporting requirement pertaining to CSR Committee and CSR
is not applicable to our Company during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
a. In the preparation of the annual accounts for the year, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed
and there are no material departures from the same.
b. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of
the Company for the year ended on that date.
c. The Directors have 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 have prepared the annual accounts on a 'going concern' basis.
e. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such system is adequate and operating effectively.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
There are no shares in the demat suspense account or unclaimed suspense account in the
Company
during the year.
GENERAL INFORMATION
- There was no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
- During the Financial year under review, there were no one time settlement of Loans
taken from Banks and Financial institutions.
ACKNOWLEDGMENT
Your directors would like to express their sincere appreciation for the assistance and
co-operation received from the banks, Government authorities, customers, vendors, members
and stakeholders during the year under review. Your directors also wish to place on record
their deep sense of appreciation for the committed services by the Company's executives,
staff and workers.
|