(ii) Terms / Rights attached to equity shares
The Company has one class of equity share having at par value of Rs.10 each per share. Equity share holder are entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors, if any is subject to the approval of the shareholders in the ensuing Annual General Meeting.
During the year, the Company issued 1,25,70,000 equity shares of Rs.10 each on rights basis at an issue price of Rs.19 per share. Out of the total issue price, Rs.5 per share has been called and received, comprising of Rs.2.5 towards equity share capital and Rs.2.5 towards securities premium as at 31 March 2026 and the balance amount is receivable on future calls as decided by the Board of Directors.
The company has one class of preference share at par value of Rs.10 each per share which are Redeemable preference share. (Refer Note 17A)
During the year ended 31 March 2026, the amount of Rs. Nil (31st March 2025 Rs. Nil) per share dividend recognized as distributions to shareholders.
In the event of Liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(iii) No shares are held by the holding company, the ultimate holding company, their subsidiaries and associates.
(iv) The company has not issued any bonus shares or for consideration other than cash and had not bought back any shares during the period of five years immediately preceeding the reporting date.
(v) Details of shares held by each shareholder holding more than 5% shares in the company:
Nature and purpose of reserve :Securities Premium Reserve
Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Capital Reserve
Capital reserve pertains to acquisitions in the earlier years.
Retained Earnings
Retained earnings is a free reserve. This is the accumulated profit earned by the Company till date, less transfer to general reserve, dividend and other distributions made to the shareholders.
General Reserve
General reserve is a free reserve which can be utilised for any purpose after fulfilling certain conditions in accordance with the provisions of the Companies Act, 2013.
a) Redeemable Preference Shares represent 0.01% non-convertible redeemable preference shares of Rs.10 each issued by the Company. The shares are redeemable at par after 20 years from the date of allotment. In accordance with Ind AS 32 - Financial Instruments- Presentation, the instrument has been classified as a compound financial instrument and bifurcated into liability and equity components based on the terms of the instrument.
b) The loan taken from the director is availed for working capital requirements. The loan is repayable on demand and carries an interest rate of 12% p.a.
c) The Raw Material Assistance taken from The National Small Industries Corporation Ltd (a Government of India Enterprises) carries interest rate @10.25% p.a. and is secured by bank guarantee.
d) The Non-Current Liability of Inter-corporate deposits carries interest rate @15% p.a. and is secured against the pledge of shares of promoter.
e) Cash credit from Union Bank of India is secured by way of hypothecation of present and future stocks and book debts & charge on other current assets of the company.
Note 31 Segment Information
The Company is engaged in the business / operations of manufacture, sale and servicing of professional electronic equipment. Though the Company has a range of products, they all fall within the single segment of electronic equipment. It is considered view of the management that the Company has no reportable segments envisaged in the accounting standard (Ind. AS108) “Segment Reporting” issued by the Institute of Chartered Accountants of India.
Change in ratio by more than 25% as compared to the ratio of previous year.
The Debt Equity Ratio as per above note is 0.93, whereas the ratio as per “Note No. 37 - Capital Management” is 0.56.
The variance is due to the difference in the calculation of debt under Capital Management, where liquid funds (Cash & Cash
Equivalents and Bank Balances other than Cash & Cash Equivalents) have been reduced from total debt in accordance with the
disclosure requirements of Ind AS. However, for Ratio Analysis, debt has been calculated without adjusting for liquid funds as
per the disclosure requirements of Schedule III, Division II of the Companies Act, 2013.
1 Debt-equity ratio is improved due to the substantial repayment of borrowings during the current financial year, leading to a strengthened capital structure.
2. Debt Service Coverage Ration has Increased due to operating profitability in the current financial year, as compared to an operating loss incurred in the previous year.
3. Return on equity ratio has Increased due to a net profit during the current financial year, thereby yielding a positive return on shareholders’ funds, as opposed to a net loss incurred in the preceding financial year.
4. Invetory Turnover ratio is improved due to the implementation of optimized inventory management practices.
5. Trade receivable turnover ratio has improved due to enhanced collection efficiency and the accelerated recovery of outstanding trade receivables during the current financial year.
6. Trade payable turnover ratio has improved due to prompt settlement of vendor dues and a reduction in the average credit period availed.
7. Net Capital Turnover ratio has Decreased due to Decrease in turnover in FY 2025-26.
8. Net profit ratio has Increased due to profit in FY 2025-26 on account of Decrease in consumption and other expenses.
9. Return on capital employed has Increased due to enhanced operating margins and a increase in Profit Before Interest and Taxes (PBIT) compared to the previous year.
10. The Return on Investment (ROI) decreased because funds were deployed into Fixed Deposits (FDs) towards the end of the financial year.
The management assessed that the fair values of cash and cash equivalents, bank balances, trade receivables, other financial assets, trade payables and borrowing approximate their carrying amounts largely due to the short-term maturities of these instruments.
Fair value hierarchy
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV and listed equity instruments are being valued at the closing prices on recognised stock exchange.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
There are no transfer between level 1, 2 and 3 during the year.
Note 36 Financial Risk Management Objectives and Policies
The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, current investments, trade and other receivables, and cash and cash equivalents that derive directly from its operations.
The Company’s business activities are exposed to a variety of financial risks, namely liquidity risk, market risk and credit risk. The Company’s senior management has the overall responsibility for establishing and governing the Company’s risk management framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor controls, periodically review changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Board of Directors and Audit Committee of the Company.
A. Management of Liquidity Risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.
The Company maintained a cautious liquidity strategy, with a positive cash balance throughout most of the year ended March 31,2026 and March 31,2025. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis.
The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs. Any short term surplus cash generated, over and above the amount required for working capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required)
B. Management of Market Risk
The Company’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
1. Currency Risk
2. Interest Rate Risk
The above risks may affect the Company’s income and expenses, or the value of its financial instruments. The Company’s exposure to and management of these risks are explained below.
1. Currency Risk
The Company is subject to the risk that changes in foreign currency values impact the Company’s exports revenue and imports of raw material and property, plant and equipment. The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to US Dollar, Euro and YEN.
2. Interest Rate Risk
Interest rate risk results from changes in prevailing market interest rates, which can cause a change in the fair value of fixed-rate instruments and changes in the interest payments of the variable-rate instruments. To hedge interest rate risk, a mix of variable and fixed instruments is judiciously applied for financing the Company’s requirement.
C. Management of Credit Risk Trade Receivables
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations.
Concentration of credit risk with respect to trade receivables are limited, due to the Company’s customer base being large and diverse. Further majority of the Company’s customers are Companies with strong financial stability. All trade receivables are reviewed and assessed for default on a quarterly basis, through detailed review with the business teams.
Credit to be given to a customer is assessed based on credit quality of the customer and individual credit limits are defined in accordance with this assessment.
Our historical experience of collecting receivables is that credit risk is low. Hence, trade receivables are considered to be a single class of financial assets.
Note 37 Capital Management
The Company’s capital management objective is to ensure that a sound capital base is maintained to support long term business growth and optimise shareholders value. Capital includes equity share capital and other equity reserves.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using the debtequity ratio, which is net debt divided by total equity. Net debt is computed as the sum total of all outstanding balances of loans and borrowings net of cash and cash equivalents, bank balance other than cash and cash equivalents.
Note: - The Debt Equity Ratio as per “Note No. 32 - Ratio Analysis” is 0.93, whereas the ratio as per above note is 0.56. The variance is due to the difference in the calculation of debt under Capital Management, where liquid funds (Cash & Cash Equivalents and Bank Balances other than Cash & Cash Equivalents) have been reduced from total debt in accordance with the disclosure requirements of Ind AS. However, for Ratio Analysis, debt has been calculated without adjusting for liquid funds as per the disclosure requirements of Schedule III, Division II of the Companies Act, 2013.
Note 38 Other Statutory Information
(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) There are no transactions and outstanding balances with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act,1956.
(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Company have not entered in any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
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