The Board of Directors of your Company are pleased to present the 40th Annual Report of the Company, accompanied by the
Audited Financial Statements for the financial year ended 31st March, 2026.
1. FINANCIAL RESULTS:
|
Particulars
|
FY 2025-26
|
FY 2024-25
|
|
Net Sales/Income from Operation
|
65,193.99
|
62,314.75
|
|
Other Income
|
2,604.62
|
1,647.00
|
|
Total Income
|
67,798.61
|
63,961.75
|
|
Profit before interest, Depreciation & Tax
|
21,646.48
|
20,121.63
|
|
Less Interest (Financial Cost)
|
47.28
|
44.13
|
|
Depreciation
|
402.28
|
340.59
|
|
Profit/Loss Before Exceptional Item &Tax Exp.
|
21,196.92
|
19,736.91
|
|
Add/Less: Exceptional Items
|
Nil
|
NIL
|
|
Profit/Loss Before Tax
|
21,196.92
|
19,736.91
|
|
Less Previous years Adjustments
|
|
Provision for Current & Deferred Tax
|
5,380.81
|
5,051.72
|
|
Net Profit/Loss after tax
|
15,816.11
|
14,685.18
|
|
Total Comprehensive Income/loss
|
15.75
|
(7.77)
|
|
Total
|
15,831.86
|
14,677.42
|
|
Add: Balance carried from Profit & Loss A/c
|
NIL
|
NIL
|
|
Less: Provision for earlier year taxation
|
NIL
|
NIL
|
|
Net Profit/Loss after tax and adjustments
|
15,831.86
|
14,677.42
|
|
Transferred to general Reserve
|
NIL
|
NIL
|
|
Balance carried to the balance sheet
|
15,831.86
|
14,677.42
|
|
EPS (Basic & Diluted) (Amount in Rupees)
|
138.25
|
128.37
|
2. OPERATIONAL HIGHLIGHTS AND
PROSPECTS/STATEMENT OF AFFAIRS
On Standalone Basis:
Total Income:
The total income increased by 6% to ' 67,798.61 Lakhs in
comparison to ' 63,961.75 Lakhs of Previous Financial Year
2024-2025.
EBIDTA:
The EBIDTA increased by 8% % to ' 21,646.48 Lakhs in
comparison to ' 20,121.63 Lakhs of Previous Financial Year
2024-2025.
PAT:
The PAT of the Company increased by 7.70% % to
' 15,816.11 Lakhs in comparison to ' 14,685.18 Lakhs of
Previous Financial Year 2024-2025.
The Company has concentrated on catering needs of
renewable energy sector including solar and wind energy
in local market where in the Company has been enjoying
commendable position being one of the top companies in
India supplying transformers for renewable energy.
There is no change in nature of business of the Company
during the financial year.
Our Manufacturing facility, spanning 160,000 sq. ft.,
provide annual production capacity of 7500 MVA. We are
constructing another 120,000 sq. ft of production facility to
add 6500 MVA by April 2027 to cater to power transformers
up to 160 MVA, 220 KV class.
3. BASIS OF PREPARATION OF FINANCIAL
STATEMENTS
The Annual Standalone Audited Financial Statements for
the Financial Year 2025-2026, forming part of this Annual
Report, have been prepared in accordance with Indian
Accounting Standards (Ind-AS) notified under Section
133 of the Companies Act, 2013 read with Companies
(Indian Accounting Standard) Rules, 2015 and presentation
requirements of Division II of the Schedule III of the Companies
Act, 2013 and in accordance with applicable regulations of
SEBI (LODR) Regulations, 2015.
In accordance with the provisions of Section 136(1) of the
Companies Act, 2013, the Company has duly placed on its
website “www.shilchar.com” the below:
• Annual Report of the Company including therein its
Standalone Financial Statements for the Financial Year
2025-2026.
4. TRANSFER TO RESERVES
The Company has not transferred any amount to Reserve
for the Financial Year ended 31st March, 2026.
5. DIVIDEND
In order to maintain the continuity and the Company's proven
track record of declaration of dividend since years and
keeping in view the financial performance of the Company
for the FY 2025-2026, the Board of Directors at its meeting
held on 5th May, 2026, has recommended final dividend
@125% on the Paid-Up Equity Share Capital amounting to
' 1430.03 Lakhs for the FY 2025-2026 for approval and
its declaration by the Members at the ensuing 40th Annual
General Meeting (“AGM”) of the Company.
Dividend Distribution Policy
The Dividend Distribution Policy is primarily aimed at
enhancement of long term shareholders value and
sustainable growth and therefore your Company has
formulated the policy with an aim to bring fairness in the
matter of declaration of dividend and to protect the interest
of investors. The Company intends to maintain similar or
better levels of dividend payout in future. However, the actual
dividend payout in each year will be based on the profits and
investment opportunities of the Company.
The Directors confirms that Dividend pay-outs of the
Company are in accordance with the Dividend Distribution
Policy of the Company.
The Dividend Distribution Policy is placed on the website of
the Company at below web link:https://shilchar.com/upload/
power investor relations/dvidend-distribution-policy.pdf
6. CORPORATE GOVERNANCE
{Pursuant to Regulations 17 to 27 and Regulation 34 of the
SEBI (LODR) Regulations, 2015}
As per Regulation 34(3) and Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
a separate Section on Corporate Governance on corporate
governance practices followed by the Company, together
with a certificate from the Company's Auditors confirming
compliance forms an integral part of this Report.
7. CODE OF CONDUCT
The Board of Directors has formulated, implemented and
has in place a comprehensive “Code of Fair Disclosure of
Unpublished Price Sensitive Information” & “Code of Conduct
for Prevention of the Insider Trading”, for regulating,
monitoring and reporting the trading by Designated
Personnel of the Company which exemplifies the spirit of
good ethics and governance.
Further, the Board of Directors has also formulated “Code
of Conduct for Board of Directors and Senior Management”
with a purpose to enhance integrity, ethics & transparency in
governance of the Company and thereby reinforce the trust
and confidence reposed in the Management of the Company
by the Members and other stakeholders.
The aforestated codes are available on the website of the
Company athttps://shilchar.com/upload/power investor
relations/1code-of-conduct-pit-policy-2026.pdf.
Further, in compliance to Regulation 26(3) of the SEBI
(LODR) Regulations, 2015, the Board Members and Senior
Management personnel have affirmed compliance with the
code of conduct. A declaration in regard to compliance with
the Codes of Conduct for the Financial Year 2025-2026 has
been received by the Company from the Managing Director
and is duly annexed to the Corporate Governance Report,
which forms an integral part of this Annual Report.
8. DIRECTORS' RESPONSIBILITY STATEMENT
For the Directors' Responsibility Statement in relation to
financial statements of the Company for the year ended on
31st March, 2026, the Board of Directors states that:
(a) in the preparation of the annual accounts, 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 31st March, 2026 and of the profit and
loss of the Company for the financial year ended on 31st
March, 2026;
(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 annual accounts/financial statements have been
prepared on a ‘going concern' basis;
(e) proper internal financial controls are in place and are
adequate and 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.
9. CORPORATE SOCIAL RESPONSIBILITY(“CSR”)
As per the provisions of Section 135 of the Companies
Act, 2013 regarding Corporate Social Responsibility, the
Company has laid down CSR Policy. The composition of
CSR committee, contents of CSR Policy and Report on CSR
activities carried out during the year 2025-26 is as per
Annexure- II attached with this Report. The Policy has been
uploaded on the Company's website and can be accessed
at the webhttps://shilchar.com/upload/power investor
relations/2csr-policy-2026.pdf.
10. ANNUAL RETURN
The Annual Return of the Company in Form MGT-7
reflecting the financial and non-financial summary of
the Company, is available on the Company's website at
chrome- www.shilchar.com.
11. NOMINATION AND REMUNERATION
POLICY
On the recommendation of Nomination and Remuneration
Committee, the Board of Directors of the Company has
approved and adopted the Nomination and Remuneration
Policy of the Company which has been designed to identify,
retain, motivate and promote the talent. The Policy inter
alia lays down the principles relating to qualification, core
competence, expertise and experience for selection,
appointment, cessation, remuneration and evaluation of
Directors, Key Managerial Personnel and Senior Management
Personnel of the Company and the same is available on the
Company's website onhttps://shilchar.com/upload/power
investor relations/nomination-remuneration-policy.pdf.
The details of the policy along with the composition, number
and date of meetings held, attendance of the members of
the Nomination and Remuneration Committee meetings are
given separately in the Corporate Governance Report which
forms an integral part of this Annual Report.
12. RISK MANAGEMENT POLICY
The Company has proactive approach towards the Risk
Management which is designed to identify and assess the
threats and framing a suitable response to those threats
affecting the achievement of organizational objectives.
In order to manage, minimize and mitigate these risks,
it regularly analyses and takes corrective actions and
periodically reviews its process. The Board of Directors of
the Company has framed a Risk Management Policy which
consists of three essential elements viz. Risk Identification,
Risk Assessment, Risk Management and Risk Mitigation &
Risk Monitoring.
The Risk Management Policy is available on the website
of the Company athttps://shilchar.com/upload/power
investor relations/risk-management-policy.pdf.
The composition, number and date of meetings held,
attendance of the members of the Risk Management
Committee meetings are given separately in the Corporate
Governance Report which forms an integral part of this
Annual Report.
13. VIGIL MECHANISM/WHISTLE BLOWER
POLICY
A Vigil Mechanism/Whistle Blower Policy provides a channel
to the employees to report to the management cases relating
to unethical behaviour, actual or suspected fraud or violation
of the Company's codes of conduct or ethics policy. The
Company has established a robust Vigil Mechanism and
adopted a Whistle Blower Policy to provide the adequate
safeguards against victimization of employees and direct
access to the Chairman of the Audit Committee. Further, it is
affirmed that no personnel of the Company have been denied
access to the Audit Committee during the FY 2025-2026.
The Vigil Mechanism/Whistle Blower Policy is available on
Company's website athttps://shilchar.com/upload/power
investor relations/whistle-blower-policy.pdf.
14. PREVENTION OF SEXUAL HARASSMENT
OF EMPLOYEE AT WORKPLACE
The Company is committed to maintain the workplace free
of discrimination, prejudice, gender bias, or any form of
harassment including sexual harassment at workplace and
focused on creating safe and healthy working environment,
where every employee is treated with dignity. The Company
believes that ‘Prevention is better than cure' and marching
towards the same vision, the Company has in place a
policy on “Prevention, Prohibition and Redressal of Sexual
Harassment” at workplace and has complied with the
provisions relating to the constitution of Internal Complaints
Committee which creates an awareness to prevent the
sexual harassment at workplace. No complaints on sexual
harassment were received during the year FY 2025-2026.
|
Complaints pending at the beginning of the year
|
NIL
|
|
Complaints received during the year
|
NIL
|
|
Complaints pending for more than 90 days
|
NIL
|
|
Complaints unsolved at the end of the year
|
NIL
|
|
Complaints disposed off during the year
|
NIL
|
Statement w.r.t. compliance with the provisions relating to
Maternity Benefits Act, 1961.
Your Company is committed to ensuring a safe, supportive,
and inclusive workplace for all women employees. All
women employees have been extended the benefits under
the said Act, including maternity leave and other statutory
entitlements as prescribed. Your Company has duly complied
with the provisions of the Maternity Benefits Act, 1961, as
amended from time to time.
15. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS
The Company believes that the Human Capital is the
strongest pillar of the Company and with same vision the
Company continues to retain focus on core values of “Trust,
Quality and Excellence” that drives the organization culture.
The Company is focused on developing the practices to
foster and strengthen the capability of human capital to
deliver the critical outcomes and increasing the operational
efficiency and capital productivity.
The talent being the backbone of the Company is the key
strength, which has led the Company to achieve the positive
results and various milestones in its journey. The Company
believes that attracting, developing and retaining talent is
crucial to organizational success.
During the FY 2025-2026, employee satisfaction and
involvement by fostering employee growth and development
through training programs, career development and
performance management systems, resulted in maintaining
harmonious and cordial Industrial Relations.
16. AUDITORS
(a) Statutory Auditors
The Company's Auditors M/s. CNK & Associates LLP,
Chartered Accountants, Vadodara have been re-appointed
as Auditors of the Company to hold the office from the
conclusion of 36th Annual General Meeting until conclusion
of 41st Annual General Meeting. As required under Listing
Regulations, the auditors have also confirmed that they hold
a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
(b) Secretarial Auditors
M/s. KSPS & CO LLP, Company Secretaries, Vadodara, the
Secretarial Auditors of the Company has conducted the audit
of secretarial records for the FY 2025-2026.
The Company appointed M/s. KSPS & Co LLP, Company
Secretaries for conducting audit of the secretarial records
for 5 consecutive years starting from FY 2025-2026 to
2029-2030, the firm hold a valid certificate issued by the
Peer Review Board of the Institute of Company Secretaries
of India.
Annual Secretarial Audit Report
The Secretarial Audit Report is annexed with the Board's
Report as “Annexure-B” and has no material qualifications,
reservations, adverse remarks or disclaimer therein for the
FY 2025-2026. Observation mentioned in the report are
self-explanatory.
Certificate of Non-Disqualification of Directors
{Pursuant to Regulation 34(3) read with amended Schedule
V (C)(10)(i) of the SEBI (LODR) Regulations, 2015}
The Company has obtained the certificate from M/s. KSPS
& Co LLP, Company Secretaries, Vadodara that none of the
Directors on the Board of the Company have been debarred
or disqualified from being appointed or continuing as
Directors of Companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such
statutory authority and the same is annexed to Corporate
Governance Report which forms an integral part of this
Annual Report.
(c) Cost Auditors
M/s. K H Shah & Co., Cost Accountants is conducting the
Audit of Cost Records for the FY 2025-2026 the cost auditor
will submit their report within the prescribed time limit as per
the Act.
Further, the Board has re-appointed M/s. K H Shah & Co.,
Cost Accountants as Cost Auditors to conduct the audit of
cost records of the Company for the FY 2026-2027; the
consent of which along with a certificate confirming their
independence and arm's length relationship has been duly
received by the Company from the said Auditors.
The Ordinary Resolution seeking approval from members
for ratification of remuneration to be paid to the said Cost
Auditors, forms a part of the Notice of this Annual General
Meeting.
(d) Internal Auditors
M/s. Sharp & Tannan Associates, Chartered Accountants
(FRN: 109983W), Vadodara has been appointed as Internal
Auditors of the Company from the financial year 2023-2024
onwards. The reports of the Internal Auditors are being
reviewed by the audit committee from time to time.
(e) Observation of Auditors
There are no material qualifications, reservations or adverse
remarks made by the Auditors. Observations of auditors are
self-explanatory and do not call for further information. The
auditors have not reported any frauds under sub section 12
of Section 143.
17. REPORTING OF FRAUDS BY THE
STATUTORY AUDITORS
There was no instance of fraud during the FY 2025-2026,
which required the Statutory Auditors to report to the Audit
Committee and/or Board. Therefore, there exists no details
to be disclosed in this Director's Report pursuant to Section
134(3) of the Companies Act, 2013.
18. CONSERVATION OF ENERGY,
TECHNOLOGY, ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo is
annexed as "Annexure-C" which forms an integral part of
this Board's Report.
19. DISCLOSURE RELATING TO
REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND PARTICULARS
OF EMPLOYEES
The details of remuneration of Directors, Key Managerial
Personnel and Particulars of Employees and other
information required, are annexed as “Annexure-D” which
forms an integral part of this Board's Report.
20. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT
A comprehensive Management Discussion and Analysis
Report for the FY 2025-2026 inclusive of several significant
aspects of your Company's performance and the industry
landscape which includes Company's business operations
and performance review, global & Indian industry trends,
key financial ratios, other material changes/developments
in the textiles Industry and future perspective of the
Company's businesses and other required details is
annexed as “Annexure-E” which forms an integral part of
this Board's Report.
21. RELATED PARTY TRANSACTIONS
As a part of Company's philosophy of adhering to highest
ethical standards, transparency and accountability, all the
contracts/arrangements/transactions entered into by the
Company with related parties were in the ordinary course
of business and on an arm's length basis for the Financial
Year under review. The transactions entered with related
parties are periodically placed before the Audit Committee
for review and approval.
During the FY 2025-2026, the Company had submitted
the disclosures of related party transactions to the Stock
Exchange within the prescribed timeline.
A statement showing particulars of contracts and
arrangements with related parties in the prescribed Form-
AOC-2 is annexed as “Annexure-F” which forms an integral
part of this Board's Report.
During the FY 2025-2026, there were no materially
significant Related Party Transactions made by the Company
with its Promoters (except mentioned below), Directors or
the Management or their relatives and with its associate
company that may have potential conflict with interest of the
Company and requiring shareholders' approval except with
its subsidiary company the details of which are mentioned in
Form AOC-2.
Pursuant to Schedule V, Part A, Para 2A of the SEBI (LODR) Regulations, 2015, the list of Related Party Transactions entered
into by the Company with the promoters of the Company holding 10% or more shareholding in the Company is as follows:
|
Sr.
No.
|
Names of Promoter who holds
more than 10% shareholding
|
% of
shareholding
|
Amount of
transaction
|
Nature of
transaction
|
|
1.
|
Mr. Alay Shah
|
23.68 %
|
' 829.61 Lakhs
|
Director's remuneration
|
|
2.
|
Ms. Shilpa Shah
|
10.54 %
|
NIL
|
NA
|
|
3.
|
Mr. Aashay Shah
|
10.34 %
|
' 152.11 Lakhs
|
Director's remuneration
|
|
4.
|
Mr. Aatman Shah
|
10.34 %
|
' 114.31 lakhs
|
Director's remuneration
|
The above disclosure along with other details of the Related
Party Transactions as per the Indian Accounting Standards
(IND-AS 24) are set out in Notes to the Standalone Financial
Statements of the financial year under review, which forms
part of this Annual Report.
The Board of Directors has approved a policy on Related
Party Transactions and is available on the website of the
Company at:https://shilchar.com/upload/power investor
relations/3rpt-policv-2026.pdf
22. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
ESG Reporting is changing the landscape of businesses
globally. To meet the ever-increasing global challenges
pertaining to ESG i.e., Environmental, Social and Governance
dimensions, your Company adopted responsible and
sustainable business practices.
Your Company is pleased to present the 3rd Business
Responsibility and Sustainability Report (BRSR) for the
FY 2025-2026 which forms integral part of this Board's
Report and is annexed as “Annexure-G”.
The “Business Responsibility Policy” is also available on the
website of the Company at www.shilchar.com.
23. INFORMATION OF SUBSIDIARY/WHOLLY
OWNED SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or
Associate Company.
24. MATERIAL CHANGES
During the year:
During the Financial Year under review, there were no other
material changes occurred or material commitments which
affected the financial position of the Company except if any
separately stated in this Board's Report and except as stated
below:
i. Postal Ballot:
a. During the year under review, the Board of Directors sought approval of the Shareholders of the Company through Postal
Ballot process vide Postal Ballot notice dated 21st April, 2025, 12th May, 2025 and 02nd February, 2026 for the Special
Business as set out herein below:
|
Postal Ballot Date
|
Resolutions
|
|
21st
|
April, 2025
|
- Issue of Bonus Shares
|
| |
|
The resolution was passed with requisite majority of the Shareholders on 22nd May, 2025
being the e-voting end date.
|
|
12th
|
May, 2025
|
- To consider and approve Re-Appointment of Mr. Rajesh Varma (DIN: 01034325) as
a Non-Executive Independent Director of the Company.
|
| |
|
The resolution was passed with requisite majority of the Shareholders on 13th June, 2025
being the e-voting end date.
|
|
02nd
|
February, 2026
|
- Appointment of Mr. Aatman Alay Shah (DIN: 06886862) as a Director of the
Company.
|
| |
|
- Appointment of Mr. Aatman Alay Shah (DIN: 06886862) as a Whole Time Director of
the Company.
|
| |
|
- Appointment of Independent Director.
|
| |
|
- Approval for Increase in the Remuneration of Mr. Aashay Alay Shah Whole-Time
Director (DIN: 06886870) of the Company
|
| |
|
The resolutions were passed with requisite majority of the Shareholders on 06th March,
2026 being the e-voting end date.
|
25. BOARD MEETINGS
There were total 4 (four) Board Meetings held during the
FY 2025-2026 for consideration and approval of the
various agenda items which were circulated well in advance
to the Board of Directors. The details of the meetings viz.
dates, number of meetings held, attendance details etc.
are mentioned in the Corporate Governance Report, which
forms an integral part of the Annual Report.
26. BOARD OF DIRECTORS
The Board of Directors of the Company is fully committed to
provide the strategic direction towards long-term success of
the Company. They ensure long term sustainability, create
value, delegate responsibilities, manage risks and ensure
high-quality governance to keep the Company on the path
of sustainable growth and development.
• The details of size and composition of the Board is
provided in Corporate Governance Report, which forms
an integral part of the Annual Report.
• During the financial year under review, the following
changes took place in the board structure of the
Company:
i) In accordance with the provisions of Section 152 of
the Companies Act, 2013, Mr. Aashay Alay Shah
(DIN: 06886870), was re-appointed as Director
liable to retire by rotation.
ii) Mr. Zarksis Jahangir Parabia (DIN: 02667359),
Non-Executive Independent Director has
completed his second tenure as Non-Executive
Independent Director of the Company and ceased
from the Directorship of the Company with effect
from 13th March, 2026.
The Board places on record its sincere appreciation
for invaluable contribution and expert guidance by
Mr. Zarksis Jahangir Parabia during his tenure as
Independent Director.
iii) In order to maintain the diverse and Independent
Board to ensure good governance practices,
on the recommendations of Nomination and
Remuneration Committee and approval of
Board of Directors at their meetings held on 31st
January, 2026; the shareholders of the Company
had considered and approved the appointment
of Mr. Arvind Nopany (DIN: 00148521) as Non¬
Executive Independent Director of the Company
to hold office for a first term of 5 consecutive years
w.e.f. 06th March, 2026, by passing the Special
Resolutions through postal ballot notice dated 02nd
February, 2026 for a period of 5 years.
27. KEY MANAGERIAL PERSONNEL
{Pursuant to provisions of Section 203 of the Act, 2013 read with relevant Rules thereunder}
The Company comprises of dynamic, well qualified, experienced, specialized and versatile professionals in the Management of
the Company who are designated as ‘Key Managerial Personnel (KMPs)' in compliance with applicable provisions. The details
of the Key Managerial Personnel of the Company are as under:
|
Sr. No.
|
Names of Key Managerial Personnel
|
Designation
|
|
1
|
Mr. Alay Shah
|
Managing Director (Executive Director)
|
|
2
|
Mr. Aashay Shah
|
Whole Time Director (Executive Director)
|
|
3
|
Mr. Aatman Shah
|
Whole Time Director (Executive Director)
|
|
4
|
Mr. Prajesh Purohit
|
Chief Financial Officer
|
|
5
|
Ms. Vishnupriya Civichan
|
Company Secretary & Compliance Officer
|
28. COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has various Committees the details of which viz. composition of committees, details
of meetings held, attendance at the meetings etc. are provided in the Corporate Governance Report, which forms an integral
part of the Annual Report.
29. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance
Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance
Report.
30. OTHER STATUTORY DISCLOSURES(i) Credit Rating
The Credit Rating details for Current Financial Year are as under:
|
Facilities
|
Amount (' in Crores)
|
Name of the Agency
|
Ratings
|
|
Long Term/Short Term Bank Facilities
|
103
|
Care Edge Ratings
|
CARE A; Stable/CARE A1
|
|
Short Term Bank Facilities
|
5
|
CARE A1
|
Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015, necessary disclosures were made to the Stock Exchanges in
regards to above provisions and also were uploaded on the website of the Company.
(ii) Deposits
The Company neither has accepted or renewed any deposits
nor has any outstanding deposits during the Financial Year
under review. No unsecured loan from Directors received
during the year.
(iii) Investor Education and Protection Fund
(“IEPF”)
In terms of Section 125 of the Companies Act, 2013, any
unclaimed or unpaid Dividend relating to the financial year
ended on 31st March, 2019 is due for remittance on or
before 15.10.2026 to the Investor Education and Protection
Fund established by the Central Government. Pursuant to
the provisions of Section 125 of the Companies Act, 2013,
every year the Company transfers shares to IEPF Account
of Central Government for which dividend has remained
unclaimed/unpaid for consecutive 7 years.
During the financial year 2025-26, the Company transferred
unclaimed dividend amount of ' 26,378 with IEPF Account
of Central Government on 14th October, 2025.There was
no shareholder who has not claimed their dividend for the
continuous period of 7 years and hence no equity share
was transferred to IEPF. The amount of Unpaid/Unclaimed
Dividend Account 2018-2019 ' 37,806/- and it will be
transferred to Investor Education and Protection Fund by
15/10/2026.
(iv) Changes in Share Capital
During FY 2025-2026, the Company has not altered/
modified its authorized share capital. Further, the Company
has issued 3813400 Bonus Equity Shares on 09th June, 2025
in the ratio of (2:1) i.e. one new fully paidup equity shares
for every existing fully paidup capital. The Company has not
issued any sweat equity shares to its directors or employees.
Further, as on 31st March, 2026, none of the Directors of the
Company hold instruments convertible into equity shares of
the Company.
Shares
A. Buy back of securities
The Company has not bought back any of its securities during
the year under review.
B. Sweat equity
The Company has not issued any Sweat Equity Shares during
the year under review.
C. Bonus shares
During FY 2025-2026, the Company has not altered/
modified its authorized share capital. Further, the Company
has issued 3813400 Bonus Equity Shares on 09th June, 2025
in the ratio of (2:1) i.e. one new fully paidup equity shares for
every existing fully paidup capital.
D. Employees stock option plan
The Company has not provided any Stock Option Scheme to
the employees.
Accordingly, the Equity Share Capital of the Company as at 31st March, 2026 continues to stand same as per previous financial
year with has been changed as per the details below:
|
Share Capital Structure (including Capital & No. of Shares)
|
|
Type of Capital
|
|
No. of Shares
|
Face Value (in ')
|
Total Share Capital (in ')
|
|
Authorised Share Capital
|
|
1,50,00,000
|
10/-
|
15,00,00,000
|
|
Issued, Paid Up and Subscribed Capital
|
1,14,40,200
|
10/-
|
11,44,02,000
|
(v) Maintenance of Cost Records
In compliance with the above provisions, the Company
ensures the preparation and maintenance of cost records of
the Company on annual basis, the cost audit of which was
carried by the Cost Accountants of the Company, M/s. K. H.
SHAH & Co., Vadodara.
(vi) Particulars of Loans, Guarantees or
Investments
{Pursuant to Section 186 of the Act and rules thereunder}
There were no loans, guarantees made by the Company
under Section 186 of the Companies Act, 2013 during
the year under review and hence the furnishing above
information is not applicable. Particulars of Investments are
mentioned in Note no. 8 of the Financial Statements.
(vii) Listing of the Company
The Equity Shares of the Company continues to be listed on
“BSE Limited” since 06th November, 1995.
The Company got its security shares listed on National Stock
Exchange of India “NSE” on 24th November, 2025.
The annual listing fees for the FY 2025-2026 has been duly
paid to these Stock Exchanges.
Further the Annual Custody Charges to National Securities
Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) for the FY 2024-2025 & FY 2025¬
2026 has also been paid.
(viii) Compliance of Secretarial Standard
During the FY 2025-2026, the Company had complied with
the applicable Secretarial Standards issued by ICSI and other
laws, provisions and Acts.
(ix) Significant and Material Orders Passed by the
Regulators
No significant material orders have been passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations in future,
during the FY 2025-2026.
(x) Application under the Insolvency and
Bankruptcy Code, 2016
During FY 2025-2026, your Company has neither made
any application nor were any proceedings initiated/pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 as at the year ended on 31st March, 2026.
(xi) Details of settlement done with Banks or
Financial Institutions
During the FY 2025-2026, there is no such settlement done
with any Banks and Financial Institutions.
31. ACKNOWLEDGEMENT & APPRECIATION
Your Board expresses gratitude towards all the employees,
business partners, institutions, banks and the Members, for
their continued trust and support to the Company.
For and on behalf of Board of Directors
Shilchar Technologies Limited
Sd/-
Alay Jitendra Shah
Date- 05*h May 2026 Chairman & Managing Director
Place: Gavasad, Vadodara DIN: 00263538
|