Your
Directors
are
pleased
to
present
the
Forty
Third
Annual
Report
together with the Audited Financial Statements for the year ended March 31, 2026.
1. FINANCIAL RESULTS:
The
Company's
standalone
financial
performance
for
the
year
ended
March
31,
2026,
is
summarized
below:
(Rupees
in
Lakhs)
|
Year
Ended
|
31.03.2026
|
31.03.2025
|
|
Total
Income
|
33,030.79
|
29,953.39
|
|
|
Profit before Depreciation
and
Taxes
|
4,312.74
|
3,869.22
|
|
Less:
Depreciation
&
amortization
expenses
|
877.21
|
802.40
|
|
Profit
before
taxes
|
3,435.53
|
3,066.83
|
|
Less:
Provision
for
taxes
|
902.79
|
752.26
|
|
Profit
after
tax
for
the
year
|
2,532.74
|
2,314.56
|
|
Other
Comprehensive Income
(Net
of
Taxes)
|
(7.60)
|
(42.49)
|
|
Total
Comprehensive
Income
|
2,525.14
|
2,272.07
|
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
The Company has achieved Revenues from Operations and Other Income of Rs. 33,030.79
Lakhs
during
the
Financial
Year
ended
March
31,
2026,
an
Increase
of
10.27%
over
the
previous
year.
Profit
before
Taxes
for
the
year
have
Increased
by
12.02%
and
Profit
after
Taxes
Increased
by
9.43%
during
the
year.
The
consolidated
Income
of
the
Company
is
Rs.
34,074.43
Lakhs
in
the
current
year
as
compared
to
Rs.
31,706.60
Lakhs
in
the
previous
year,
i.e.
an
Increase of 7.47%. The consolidated Profit before
Taxes
for
the
current
year
is
Rs.
3,958.67
Lakhs
as
compared
to
Rs.
3,486.37
Lakhs
in
the
previous
year,
i.e. an Increase of 13.55%. The consolidated Profit
after Taxes for the current year is Rs. 3,033.72 Lakhs
as
compared
to
Rs.
2,717.37
Lakhs
in
the
previous
year,
i.e.
an
Increase
of
11.64%.
The
performance
of
the
Company
has
improved
compared
to
the
previous
year,
driven
by
the
addition
of new customers, a diversified product mix, cost
optimization measures, and effective management
control.
Further,
the
Board
has
recently
approved
an
investment of up to Rs. 250 Crores for setting up a
Greenfield
Manufacturing
Facility
at
Butibori,
Nagpur
aimed
at
catering
to
the
rapidly
growing
global
demand
for
defense
equipment
arising
from
evolving
geopolitical
dynamics
(with
a
particular
focus
on
precision-engineered
defense
components such as artillery shell casings that
require
high-quality
forging).
Europe's
decision
to
materially
enhance
defense
spending, coupled with India's expanding defense cooperation arrangements with
European nations, is expected to create sustained
export opportunities for Indian manufacturers. In
this context, India's emergence as a reliable,
cost-competitive, and strategically aligned
The Company has achieved Revenues from Operations and Other Income of Rs. 33,030.79 Lakhs during the Financial Year ended March 31, 2026, an Increase of 10.27% over the previous year. Profit before Taxes for
the
year
have
Increased
by
12.02%
and
Profit
after
Taxes
Increased
by
9.43%
during
the
year.
The
consolidated
Income
of
the
Company
is
Rs.
34,074.43
Lakhs
in
the
current
year
as
compared
to
Rs.
31,706.60 Lakhs in the previous year, i.e. an Increase of 7.47%. The consolidated Profit before Taxes for the current
year
is
Rs.
3,958.67
Lakhs
as
compared
to
Rs.
3,486.37
Lakhs
in
the
previous
year,
i.e.
an
Increase
of
relevant
Accounting
Standards
issued
by
the
Institute
of
Chartered
Accountants
of
India
and
forms
part
of
this
Report.
The WOS is engaged in trading of the products manufactured by the Company. The WOS is also
engaged
in
the
agency
business
for
marketing
of
the
products
of
the
Company
in
the
international
market.
The
Company
doesn't
have
any
Joint
Venture
or
Associate
Company.
As
required
by
the
Companies
(Accounts)
Rules,
2014,
a report on performance and financial position of each of the subsidiaries, included in the Consolidated Financial
Statements, is
annexed
to
this
Report
as
Annexure
A
(Form
No.
AOC-1).
3. DIVIDEND:
The
Directors
have
recommended
a
Final
Dividend
of
25%
i.e.,
Rs.
2.50
per
Equity
Share
of
Rs.
10/-
each
for
the
Financial
Year
ended
March
31,
2026
at
the
Board
Meeting
held
on
May
16,
2026.
The
declaration
of
dividend
is
in
accordance
with
the
Company's
Dividend
Distribution
Policy
which
is
available
on
the
Company's
website
and
can
be
accessed
at
4. TRANSFER TO RESERVES:
No
amount
has
been
transferred
to
the
General
Reserve.
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There
was
no
change
in
the
nature
of
business
of
the
Company
during
the
year
under
review.
6. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year
under
review,
in
terms
of
the
Securities
and
Exchange
Board
of India (Listing Obligations and Disclosure Requirements)
Regulations,
2015
(the
"Listing
Regulations")
and
SEBI
(Listing Obligations and Disclosure Requirements)
(Amendment)
Regulations,
2018
(the
"Amended
Listing
Regulations"),
forms
part
of
this
report.
including
those
of
the
BSE
Limited,
Securities
and
Exchange Board of India, the National Company Law
Tribunal, Mumbai Bench ("NCLT") and other
regulatory
authorities,
as
applicable.
The
Amalgamation
of
the
Transferor
Company
with
the Transferee Company is sought to achieve simplification
of
the
group
structure
and
better
utilization
of
resources
of
both
the
Companies.
There
is
no
cash
consideration
involved
in
the
scheme.
Based
upon
the
Share
Exchange
Ratio
Report,
the
Fairness Opinion and the recommendations received from
the
Independent
Directors'
Committee
and
the
Audit
Committee,
the
Board
has
approved
the
Scheme
for
the
transfer
and
vesting
of
NCPL
into
the
Company,
in consideration for which the Company will issue and
allot
to
the
Shareholders
of
NCPL
its
Equity
Shares
of
the
face
value
of
Rs.
10
(Rupees
Ten
only)
each,
credited
as
fully
paid
up
in
the
Company,
without
any
further act or deed, due to operation of law and upon
this
Scheme
becoming
effective.
Hon'ble
NCLT
has,
vide
order
dated
April
8,
2026, dispensed
with
the
requirement
for
convening
the
Meeting
of
Unsecured
Creditors
of
the
Company.
It
Apart
from
adding
new
business,
this
has
helped
the
Company
to
serve
the
customers
falling
in
different
time
zones
with
faster
response
and
service.
The
SDS
has
been
engaged
in
manufacturing,
trading
and
warehousing
of
components
for
Engineering
industry
in
USA
market.
The
total
income
of
the
WOS
and
the
SDS
was
Rs.
3,162.98
Lakhs
(USD
3.559
Million)
and
Rs.
3,105.60
Lakhs
(USD
3.495
Million)
for
the
current
year
as
compared
to
Rs.
2,896.59
Lakhs
(USD
3.423
Million)
and
Rs.
3,371.84
Lakhs
(USD
3.985
Million)
for
the
previous
year,
respectively.
The
combined
profit
before
Taxes of both the Subsidiaries amounted to Rs.
363.66
Lakhs
(USD
0.409
Million)
for
the
year
as
compared
to
Rs.
461.88
Lakhs
(USD
0.524
Million)
in
the
previous
year.
During
the
year,
the
WOS
has
also
earned
the
Agency
Commission
income of
Rs.
688.34
Lakhs (USD
0.778
Million)
as
compared
to
Rs.
593.61
Lakhs
(USD
0.705 Million)
during
the
previous
year.
10. CREDIT RATING:
Material
Subsidiaries:
Pursuant
to
amended
Regulation
16(1)(c)
of
SEBI
(Listing
Obligations
and
Disclosure
Requirements)
Regulations,
2015,
"Material
Subsidiary"
means
a
Subsidiary
whose
income
or
net
worth
exceeds
ten
percent
of
the
consolidated
income
or
net
worth,
respectively,
of
the
Company
and
its
Subsidiaries
in
the
immediately
preceding
accounting
year.
The
Board
of
Directors
of
the
Company
has
approved
a
Policy
for
determining
material
subsidiaries
which
is
in
line
with
the
Listing
Regulations
as
amended
from
time
to
time.
The
Policy
has
been
uploaded
on
the
Company's
website
.
Pradeep
Metals
Limited,
Inc.,
Houston,
USA,
a
Wholly Owned
Subsidiary
and
Dimension
Machine
Works
LLC,
Wholly
Owned
Step-Down
Subsidiary
fall
under
the
definition
of
Material
Subsidiaries
as
mentioned
above.
9.
DEPOSITS:
The
Company
has
neither
invited
nor
accepted
any
fixed
deposits
from
the
public
and
hence,
no
amount
of
principal
or
interest
was
outstanding
in
respect
thereof
on
7. SCHEME OF ARRANGEMENT:
The
Board
of
Directors
at
their
Meeting
held
on
March
3,
2025,
based
on
the
recommendations
of
the
Independent
Directors' Committee and Audit Committee, has considered
and
approved
a
Scheme
of
Amalgamation
of
Nami
Capital
Private
Limited
("NCPL"
or
"Transferor
Company")
with
Pradeep
Metals
Limited
("PML"
of
"Transferee
Company"
or
"the
Company")
and
their
respective
Shareholders
("the
Scheme")
presented
under
Sections
230
to
232
read
with
Section 66 and other relevant provisions of the Companies
Act,
2013
("the
Act")
and
the
Rules
framed
thereunder.
The
Transferor
Company
is
engaged
mainly
in
the
business
of (i) trading in steel metals and (ii) trading and investing in
quoted
and
unquoted
securities.
The Scheme is subject to receipt of approvals of
Shareholders and Creditors of the Companies involved and
approval
of
other
regulatory
authorities
as
may
be
required,
has
ordered
the
Company
to
convene
a
Shareholders' Meeting,
which
is
being
convened
on
Friday,
June
12,
2026.
The
Scheme
of
Amalgamation
along
with
relevant
documents
have
been
uploaded
on
the
Company's
website
at
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The
Company
has
one
Wholly
Owned
Subsidiary,
namely
Pradeep
Metals
Limited,
Inc.,
Houston,
USA
(WOS) and one Wholly Owned Step-Down
Subsidiary,
namely
Dimensional
Machine
Works
LLC,
Houston,
USA
(SDS).
The
financials
of
both
the
Subsidiaries are included in the Consolidated Financial Statements
which
are
prepared
in
accordance
with
the
The
Company's
financial
discipline
and
prudence
is
reflected
in
the
credit
ratings
ascribed
by
the
rating
agency
as
given
below:
Rating
Agency
CRISIL
Limited
11. SHARE CAPITAL:
During
the
year
under
review,
there
was
no
change
in
the
Company's
Issued,
Subscribed
and
Paid-up
Equity
Share
Capital
which
consisted
of
1,72,70,000
Equity
Shares
of
Rs.
10/-
each
as
on
March
31,
2026.
The
Company
has
issued
only
one
class
of
Equity
Shares
and
it
has
not
issued
Shares
with
differential
rights.
The
Company
has
not
issued
any
Equity
Shares
under
Sweat
Equity
Share
Capital
or
Employee
Stock
Option
Scheme.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As
on
March
31,
2026,
the
Company
has
Eight
(8)
Directors
consisting
of
Four
(4)
Independent
Directors
(of which one is Woman Director), One (1) Executive Director and Three (3) Non-Executive
Non-Independent Directors (of which one is Woman Director).
Re-
appointment:
15. a) DECLARATION BY INDEPENDENT DIRECTORS:
•
The Company has received declarations from all Independent Directors of the Company, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.
•
In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are
1. In accordance with the provisions of Section 152(6) of the Companies Act, 2013 ('the Act'), Dr. Kewal Krishan Nohria (DIN: 00060015), Non-Executive Non-Independent Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. Details of his background are given in the Corporate Governance
Report,
which
forms
part
of
this
Annual
Report.
Chairman and Managing Director of the Company for a
further
period
of
three
(3)
years,
commencing
from
December
17,
2026
and
ending
on
December
16,
2029,
subject
to
the
approval
of
the
Shareholders
at
the
ensuing
Annual
General
Meeting.
Mr.
Pradeep
Goyal
attained
the
age
of
seventy
years
on
November
20,
2025.
Accordingly,
pursuant
to
the
not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their duties as Independent Director.
•
On the basis of declarations received from all Independent Directors and after undertaking a due assessment of the veracity of the same, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the Management.
2. The present term of Mr. Pradeep Goyal (DIN: 00008370) as the Chairman and Managing Director of the Company is due to expire on December 16, 2026. Considering his satisfactory performance and the significant growth achieved by the Company under his leadership, it is proposed to re-appoint him as the
Key
Managerial
Personnel:
provisions
of
Section
196(3)(a)
of
the
Companies
Act,
2013, read with the applicable provisions of the Act and
the
Rules
made
thereunder,
approval
of
the
Shareholders
by
way
of
a
Special
Resolution
is
being
sought
for
his
continuation
and
re-appointment
as
the
Chairman
and Managing
Director
of
the
Company
notwithstanding
his
having
attained
the
age
of
seventy
years.
16. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION ETC:
The Company has put in place appropriate policy on Directors' appointment and remuneration, including
criteria
for
determining
qualifications,
positive
attributes,
independence
of
Directors
and
other
matters provided in Section 178(3) of the Companies Act, 2013.
operations, business development, human resources
development, corporate communication, etc. as per the
structured questionnaire circulated the feedback
received from the Directors were then consolidated and
discussed
at
the
Board
Meeting
held
on
May
16,
2026.
The
Directors
expressed
their
satisfaction
with
the
evaluation process and the performance.
18.
CORPORATE
GOVERNANCE
AND
VIGIL
Pursuant
to
the
provisions
of
Section
203
of
the
Act,
Mr.
Pradeep
Goyal,
Chairman
&
Managing
Director,
Ms. Kavita Choubisa Ojha, Chief Financial Officer and Mr. Abhishek Joshi, Company Secretary and
Compliance Officer are the Key Managerial Personnel of the Company as on the date of this Report.
13. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The
information
required
under
Section
197(12)
of
the
Act
read
with
Rule
5(1)
of
the
Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure B.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
In
terms
of
the
provisions
of
Section
134(3)(c)
read
with
Section
134(5)
of
the
Companies
Act,
2013
('the
Act'), the
Board
of
Directors,
in
respect
of
the
year
ended
March
31,
2026,
hereby
confirm
that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b. they 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 at the end of the Financial Year and of the profit and loss of the Company for that period;
c. they 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. they have prepared the annual accounts on a going concern basis;
e. they have 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The salient features of Company's policy on
Directors'
remuneration
have
been
disclosed
in
the
Corporate Governance Report, which f orms part of
this
Report.
17. ANNUAL EVALUATION OF BOARD'S PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant
to
the
provisions
of
the
Companies
Act, 2013
and
SEBI
(Listing
Obligations
and
Disclosure
Requirements)
Regulations,
2015,
as
amended
from
time
to
time,
evaluation
of
the
Board
as
a
whole,
individual Directors, Committees and Chairman was
undertaken
by
circulating
structured
questionnaire
to
all
the
Directors,
taking
into
consideration
the
guidelines
issued
by
SEBI.
The
Nomination
and
Remuneration
Committee
reviewed the performance of Individual Directors, the
Board
as
a
whole,
Committees
of
the
Board
and
Chairman
&
Managing
Director
after
taking
into
consideration feedback received from the Directors.
The
evaluation
was
done
on
various
parameters
such as vision and strategy, participation,
disclosures of interests, review of risk management
policies
and
evaluating
plans
with
reference
to
risk and return, good governance, leadership skills,
MECHANISM:
A
detailed
Report
on
Corporate
Governance,
pursuant to
the
requirements
of
Regulation
34(3)
of
the
Listing
Regulations,
forms
an
integral
part
of
this
Report.
A Certificate
from
the
Auditors
of
the
Company,
M/s. KKC & Associates LLP, Chartered Accountants,
confirming compliance with the conditions of Corporate
Governance as stipulated under Schedule V (E) of the
Listing Regulations, is annexed to this Report as Annexure
C.
The
Business
Responsibility
Report,
as
required
by
Regulation
34(2)
of
the
Listing
Regulations,
is
not applicable
to
the
Company
for
the
Financial
Year ending March 31, 2026.
The
Vigil
Mechanism
of
the
Company
also
incorporates
a Whistle Blower Policy in terms of the Listing
Regulations
thereby
establishing
a
vigil
mechanism
for the
Directors
and
permanent
employees
for
reporting genuine
concerns,
if
any.
Protected
disclosures
can
be
made by a whistle blower through an e-mail or
dedicated telephone line or a letter to the Chairman of the
Audit
Committee.
The
policy
on
vigil
mechanism
and
whistle blower policy may be accessed on the Company's website at the link:
.
19. RISK MANAGEMENT:
The Directors had constituted a Risk Management
Committee which was entrusted with the responsibility to
assist the Board in (a) Overseeing and approving the Company's risk management framework; and (b)
Overseeing
that
all
the
risks
that
the
organization
faces
such
as
strategic,
financial,
credit,
market,
liquidity,
security, property, IT, Legal, regulatory, reputational and other risks have been identified and assessed and there is
an
adequate
risk
management
infrastructure
in
place capable
of
addressing
those
risks.
However,
since
the constitution of Risk Management Committee is not
applicable
to
the
Company
as
per
the
Regulation
21
of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time
to
time,
the
Risk
Management
Committee
was
dissolved
w.e.f.
May
13,
2017
and
the
Audit
Committee
currently
looks
into
the
Risk
Management
functions.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The
Company
has
formulated
a
Corporate
Social
Responsibility Policy (CSR Policy) indicating the activities
to
be
undertaken
by
the
Company.
It
has
been
approved by the Board and the same has been hosted on the
Company's
website:
.
The
key
philosophy
of
all
CSR
initiatives
of
the
Company
is guided by three core commitments of Scale, Impact and
Sustainability. During the year, the Company has spent Rs.
52.78
Lakhs
against
the
annual
requirement
of
Rs.
52.41
Lakhs
for
the
year
2025-26
on
CSR
activities.
Pursuant
to
the
amendments
in
the
CSR
Rules
dated
January 22, 2021, the constitution of CSR Committee is
applicable
where
the
CSR
amount
to
be
spent
by
a
Company exceeds Rs. 50 Lakhs.
Accordingly, since the CSR expenditure obligation of the Company during the FY
2025-26
exceeds
Rs.
50
Lakhs,
the
provisions
relating
to constitution of a CSR Committee have become
applicable
to
the
Company.
Given the above, CSR Committee consisting of Mr. Pradeep
Goyal
(Chairman),
Mrs.
Neeru
Goyal
and
Mr. Jayavardhan Diwan was formed by the Board of Directors of the Company which is responsible for
implementation
of
the
CSR
projects/activities.
The Company has identified focus areas of engagement
which
have
been
enumerated
in
Annexure
D
to
this
Report.
21. AUDIT COMMITTEE:
The
details
in
respect
of
the
Audit
Committee
are
included in the Corporate Governance Report, which forms part of this Report.
22. AUDITORS AND AUDITORS' REPORT:
a. Statutory Auditors
Pursuant to the provisions of Section 139(1) of the
Companies
Act,
2013
and
the
Companies
(Audit
and Auditors) Rules, 2014, M/s. KKC &
Associates
LLP,
Chartered
Accountants
(Firm
Registration No. 105146W/W100621), were
appointed
in
42
nd
AGM
as
the
Statutory
Auditors
of the Company, for a term of 5 years i.e., till the
conclusion
of
47
th
AGM
of
the
Company
to
be held
in
the
year
2030.
Auditors'
Report
The
Notes
on
Financial
Statements
referred
to
in the
Auditors'
Report
are
self-explanatory
and
do not
call
for
any
further
comments.
No
fraud
was
reported
by
the
Auditors
under
Sub-section
(12)
of
Section
143
of
Companies
Act,
2013.
b. Cost Auditors
As
per
the
requirement
of
Central
Government
and pursuant to the provisions of Section 148 of the
Companies
Act,
2013
(the
Act)
read
with
the Companies
(Cost
Records
and
Audit)
Rules,
2014, as
amended
from
time
to
time,
the
Company
has been carrying out audit of its cost records every
year.
The Board of Directors, on the recommendation of
the
Audit
Committee,
has
re-appointed
M/s. Vishesh Naresh Patani, Cost & Management
Accountants, (Firm Registration No. 101108), as
Cost
Auditors
to
audit
the
cost
accounts
of
the
Company
for
the
Financial
Year
2026-27
at
a
remuneration of Rs. 1,35,000/- (plus applicable
taxes and reimbursement of out-of-pocket
expenses
at
actuals).
Pursuant to Section 148 of the Act, a
resolution seeking Members' approval for the
remuneration
payable
to
the
Cost
Auditors forms part of the Notice convening the ensuing
AGM.
The relevant Cost Audit Report for the
Financial
Year
2024-25
was
filed
with
the
Ministry
of
Corporate
Affairs
on
September
6,
2025. No adverse comments have been
made
in
the
said
Report.
c. Secretarial Auditors and Secretarial Audit Report
Pursuant
to
the
provisions
of
Section
204
of
the
Companies
Act,
2013
and
the
Rules
made
thereunder, M/s. Shweta Gokarn & Co., Practicing Company Secretaries, Navi Mumbai
(Certificate
of
Practice
Number:
11001;
Peer
Review
No.
1693/2022)
were
appointed
as
the
Secretarial
Auditors
to
conduct Secretarial Audit for the Financial
Year
2025-26.
The
Secretarial
Auditors'
Report
for
the
Financial
Year
is
annexed
to
this
Report
as
Annexure
E.
23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
As
on
the
date
of
this
report,
Company's
investment
in WOS in the form of Equity Shares, before impairment
of Rs. 810 Lakhs, stands at Rs. 3,579.32 Lakhs (USD
4.67
Million).
No
loan
was
provided
to
the
WOS/SDS
during
the
Financial
Year
2025-26
nor
is
there
any
outstanding
loan as on March 31, 2026.
Further, no advance was made or Corporate Guarantee provided to WOD/SDS during the Financial Year 2025-26.
24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All
contracts
/
arrangements
/
transactions
entered
by
the
Company
during
the
Financial
Year
with related parties were in the ordinary course of
business
and
on
an
arm's
length
basis.
The
Company has
entered
into
an
agency
agreement
with
WOS
for
International
marketing
and
support
to
the
customers.
During
the
year,
the
Company
did
not
enter
into
any
contract
/
arrangement
/
transaction
with
related
parties,
other
than
the
Wholly
Owned
Subsidiary,
which could be considered material, in accordance with
the
policy
of
the
Company
on
materiality
of
related
party
transactions.
The Policy on materiality of related party transactions
and dealing with related party transactions, as
approved
by
the
Board,
may
be
accessed
on
the
Company's
website
.
The particulars as required under the Act along with the
statement containing transactions with any person or
entity
belonging
to
the
Promoter
/
Promoter
Groups
which
hold(s)
10%
or
more
shareholding,
if
any,
are
furnished
in
Annexure
F
(Form
No.
AOC-2)
to
this
Report.
25. MATERIAL CHANGES AND COMMITMENTS:
No material changes have occurred, and no commitments
were
given
by
the
Company,
thereby
affecting
its
financial
position
between
the
end
of
the
Financial
Year
to
which
these
financial
statements
relate
and
the
date
of
this
Report.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The
particulars
relating
to
conservation
of
energy,
technology
absorption,
foreign
exchange
earnings
and outgo, as required to be disclosed under the Act, are
provided
in
Annexure
G
to
this
Report.
27. INTERNAL FINANCIAL CONTROL SYSTEM:
The
Company
has
in
place
adequate
internal
financial
controls, commensurate with the activities and the size
of the Company. During the year, such controls were tested and no reportable material weaknesses in the
design
or
operations
were
observed.
28. SECRETARIAL STANDARDS:
The
Company
has
in
place
proper
system
to
ensure
compliance
with
the
provisions
of
the
applicable
Secretarial
Standards
(SS-1
and
SS-2)
issued
by
the
Institute of Company Secretaries of India.
29. HUMAN RESOURCES:
The
Company
recognizes
its
human
resources
as
one
of
its prime and critical resources for its growth and hence
it
strives
to
align
human
resource
policy
and
initiatives
to
meet
business
plans.
The
relations
between
the
Management
and
the
workers
and
Staff
Members
remained
very
cordial
throughout
the
year
under
review. As on March 31, 2026, the Company had 538
employees on its payroll at its manufacturing plant and
administrative office at Rabale, Navi Mumbai.
30. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The
Company
has
zero
tolerance
towards
sexual
harassment at the workplace and has adopted a policy
on
prevention,
prohibition
and
redressal
of
sexual
harassment
at
workplace
in
accordance
with
the
provisions
of
the
Sexual
Harassment
of
Women
at
Workplace (Prevention, Prohibition and Redressal)
Act,
2013
and
Rules
made
thereunder.
During
the
year
under
review,
no
case
was
filed pursuant
to
the
Sexual
Harassment
of
Women
at
Workplace (Prevention, Prohibition and Redressal)
Act,
2013.
During
the
Financial
Year
2025-26,
four
Meetings
of
the Internal Complaints Committee were held on June
19,
2025,
September
19,
2025,
December
15,
2025
and
March
13,
2026.
31. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:
The Company is compliant with the applicable
provisions
of
the
Maternity
Benefit
Act,
1961
and
has
policies, systems and processes in place to ensure ongoing
compliance.
32. EXTRACT OF ANNUAL RETURN AS ON MARCH 31, 2026:
The
Annual
Return
for
the
Financial
Year
2025-26
may be accessed on the Company's website
.
33. BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2025-26:
During
the
Financial
Year
2025-26,
4
(four)
Board
2025, November 04, 2025 and January 30, 2026
the
details
of
which
are
furnished
in
the
Corporate
Governance
Report
forming
part
of
this
Report. The gap between any two Meetings did not
exceed 120 days.
34. PROMOTER GROUP:
Change in Promoter and Promoter Group
Shareholding:
Shares
held
by
Mr.
Pradeep
Goyal,
Mrs.
Neeru
Goyal
and
M/s.
Nami
Capital
Private
Limited
form
part
of
the
Promoter
Group
Shareholding.
During the year under review, there was no change
in the Shareholding of Promoter / Promoter
Group.
As
on
date,
the
total
shareholding
of
Nami
Capital
Private Limited stands at 59.03%, while the overall
shareholding
of
Promoter
group
stands
at
73.05
%. The total shareholding of the Promoters is within
the
maximum
permissible
limit
of
75%
as
stated
under
the
SEBI
SAST
Regulations.
35. PARTICULARS OF EMPLOYEES:
In terms of the provisions of Sub-Rule 2 of Rule 5 of the Companies (Appointment and Remuneration of
Managerial
Personnel)
Rules
2014,
none
of
the
employees except Mr. Pradeep Goyal, Chairman
and Managing Director of Company, drew
remuneration in excess of the limits prescribed under
the
Act.
Relevant
particulars
are
given
in
Annexure
B
to
this
Report.
The
Report
and
the
Accounts
are
being
sent
to
the
Members
excluding
the
statement
containing
the
names
of
top
ten Employees
in
terms
of
remuneration
drawn.
In
terms
of
Section
136
of
the
Act,
the
details
of
top
ten
Employees
are
open
for
Inspection
at
the
Registered
Office
of
the
Company.
Any
Member
interested
in
obtaining
a
copy
of
the
same
may
write
to
the
Company
Secretary.
36. SPECIAL BUSINESS:
As
regards
the
items
in
the
Notice
of
the
Annual
General
Meeting
relating
to
Special
Business,
the
resolutions
incorporated
in
the
Notice
and
the
Explanatory
Statement
relating
thereto
fully
indicate
the reasons for seeking the approval of Members to those resolutions.
The
following
resolutions
are
proposed
to
be
passed
as
Special
Business:
1. To appoint a Director in place of Dr. Kewal Krishan Nohria (DIN: 00060015), who retires by rotation, has attained the age of Seventy-Five years and being eligible, offers himself for re-appointment.
2. To re-appoint Mr. Pradeep Goyal as a Chairman and Managing Director of the Company (DIN: 00008370) for a further of 3 (Three) years, he having attained the age of seventy years.
3. To approve the remuneration of the Cost Auditors for the Financial Year ending March 31, 2027.
37. GENERAL:
The
Directors
state
that
no
disclosure
or
reporting
is
required
in
respect
of
the
following
items
as
there
were
no
transactions
on
these
items
during
the
year:
•
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
•
There was no fraud reported by the Auditors under Sub section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.
•
There were no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the Financial Year.
•
The details of the difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof- Not applicable.
38. ACKNOWLEDGEMENT:
The Directors wish to place on record their appreciation and acknowledge with gratitude the support and
co-operation extended by the Government authorities, Union Bank of India (bankers), customers, vendors,
employees and Members during the year under review and look forward to their continued support.
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Place: Navi Mumbai
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Date: May 16, 2026
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For and on behalf of Board of Directors of
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Pradeep Metals Limited
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Sd/-
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Sd/-
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Sd/-
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Sd/-
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Pradeep Goyal
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Neeru P. Goyal
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Kavita Choubisa Ojha
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Abhishek Joshi
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Chairman & Managing Director
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Director
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Chief Financial Officer
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Company Secretary &
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DIN: 00008370
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DIN: 05017190
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PAN: ATTPC7818E
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Compliance Officer
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ACS: 64446
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