Your Directors take pleasure in presenting the 10th Annual Report on the business and operations of your Company along with the Audited Financial Statements of the Company for the financial year ended March 31,2026.
FINANCIAL PERFORMANCE SUMMARY
The Company's financial performances for the year under review along with comparative figures for the previous financial year are given hereunder:
|
Particular
|
As at 31.03.2026
|
As at 31.03.2025
|
|
Rupees in Lakhs
|
Rupees in Lakhs
|
|
Revenue from operations
|
197294.16
|
138243.37
|
|
Other i ncome
|
322.72
|
259.15
|
|
Total I ncome
|
197616.88
|
138502.52
|
|
Profit before finance cost, depreciation and tax
|
4619.96
|
1777.37
|
|
Finance cost
|
166.89
|
190.53
|
|
Depreciation/amortization
|
110.26
|
95.21
|
|
Profit before tax
|
4342.81
|
1491.63
|
|
Less: Tax expenses
|
|
|
|
Current tax
|
1087.10
|
383.81
|
|
Short/excess(-) provision for taxes of earlier years (net)
|
(6.34)
|
6.10
|
|
Deferred tax charge/credit(-)
|
12.68
|
3.92
|
|
Profit after tax
|
3249.37
|
1097.80
|
COMPANY'S AFFAIRS AND FUTURE OUTLOOK
The Company is engaged in the business of manufacturing and trading of copper wire and copper wire rods by recycling of copper scrap and other related products, the Company's main products are copper wire and copper wire rods and that are ideally suited for a wide array of applications. These applications include power cables, building wires, transformers, the automotive industry, household cables as well as bare and enameled wires.
Your Company's income from operations for the year under review was ' 197294.16 Lakhs as compared to ' 138243.37 Lakhs of that of the previous year whereas its profit before tax stood at ' 4342.81 Lakhs vs. ' 1491.63 Lakhs of previous year. After providing tax of ' 1093.44 Lakhs in the current year (? 393.83 in the previous year) profit after tax increased to ' 3249.37 Lakhs from ' 1097.80 Lakhs in the previous year.
The performance of the Company in terms of overall revenue generation during the period under review is quite satisfactory.
DIVIDEND
The Board is pleased to recommend dividend at the rate of ' 1.25 /- (@ 12.5%) per equity share of ' 10/- each for the financial year ended March 31,2026, on the paid-up equity share capital of the Company. The dividend, if approved by the Members, will be paid to Members eligible as on the record date, within the period stipulated under the Companies Act, 2013.
If declared, the total amount outflow on account of dividend will be ' 191.33 Lakhs subject to deduction of TDS as applicable
TRANSFER OF AMOUNT TO GENERAL RESERVES
The entire profit has been retained in Profit & Loss Account, without transferring any amount to General Reserves.
UTILISATION OF IPO PROCEEDS
Pursuant to Regulation 32(1 )(a) and 32(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby confirmed that the unutilized proceeds of ' 41.35 Lakhs modified in allocation from original allocated funds for the respective objects and same has been utilized towards the working capital requirements of the Company in line with the stated objects of the Initial Public Offering (IPO). This matter was placed before the Shareholders at the 9th Annual General Meeting of the Company held on September 30, 2025. After due consideration, the Shareholders passed the resolution confirming the utilization of the IPO proceeds accordingly.
This variation does not amount to introduction of a new object but represents reallocation of unutilized funds to an existing object of the Initial Public Offering (IPO), thereby ensuring optimal use of funds for growth and day-to-day operations of the Company.
UNCLAIMED DIVIDEND AND TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There is no unclaimed / unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013. CHANGE INTHE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of your Company during the year under review.
SHARE CAPITAL STRUCTURE
The Company has only one kind of issued security i.e. Equity Shares and all shares are in demat form. The Issued, Subscribed and Paid up Capital as at March 31,2026 stood at ' 1530.60 Lakhs.
MAJOR EVENTS OCCURRED DURINGTHEYEAR
No major event which requires to report here has occurred during the year under review.
DETAILS OF SIGNIFICANT EVENTS AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant events or material orders passed by any governing authority against the Company including regulators, courts or tribunals which could impact the going concern status and Company's operations in future.
CORPORATE GOVERNANCE
As per Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with the Corporate Governance provisions shall not apply to the listed entity which has listed its securities on the SME Exchange. Since, our Company falls within the ambit of aforesaid exemption, hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company, other than specifically disclosed in this report under particular head, occurred between the end of the financial year to which these financial statements relate to and till the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Disclosures of Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo are furnished in Annexure-A to this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company as at the end of the financial year.
Pursuant to approval granted by the Board of Directors of the Company at their meeting held on June 11, 2026, a Subsidiary Company under name & style as PARMESHWAR COPPERX PRIVATE LIMITED (CIN:
U24201GJ2026PTC182470) was incorporated on August 17, 2026. Its Registered Office is located at Survey No. 130 P & 131, State Highway No. 69, Sampa Lavad Road, Village Sujana Muvada, Dehgam, Gandhinagar, Gujarat-382315.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of loans given, guarantees provided or investments made under Section 186 of the Companies Act, 2013 are furnished in the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The contracts or arrangements or transactions were made in the ordinary course of business and on arm's length basis with related parties as defined under Section 188 of the Companies Act, 2013 during the year. There was no material contract or arrangement or transaction with related parties. Therefore, no disclosure is required to furnish by the Company. Further, the other related party transactions are disclosed in the Financial Statements.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rules made thereunder, the Annual Return as on March 31,2026 is available on the website of the Company at www.parmeshwarmetal.com.
MANAGEMENT DISCUSSION AND ANALYSISGlobal Economic Overview
The global economic outlook is shaped by two opposing forces: a negative supply shock from the Middle East conflict and a positive technology shock driven by accelerated advancements in artificial intelligence. Global growth is projected to reach 3.0 percent in 2026 and 3.4 percent in 2027, slowing down from the 3.5 percent average seen in 2024-2025. This modest slowdown reflects how strong demand-driven momentum in the global technology cycle is only partly offsetting the geopolitical headwinds and supply chain disruptions caused by regional conflict.
At the same time, the global disinflation trend has stalled, with headline inflation expected to rise from 4.1 percent in 2025 to 4.7 percent in 2026 primarily driven by higher energy and food prices before easing back to 3.9 percent in 2027. The most imminent risk to this baseline forecast is a potential reescalation of tensions in the Middle East, which could extend commodity price volatility and heighten financial pressures. Vulnerable emerging markets face risks of capital outflows and currency depreciation, particularly oil-importing Asian economies, whereas non-Middle Eastern energy exporters have experienced stronger currency performances.
Despite these uncertainties, several supportive factors are helping sustain global economic activity. These include the lagged effects of earlier interest rate cuts in the United States and the Euro area, continued robust investments in the technology sector that promise productivity gains, and broadly supportive fiscal policies. Specifically, tax incentives in the US, increased infrastructure and defense spending in Europe, and fiscal stimulus from Japan's government are working to dilute the negative impacts of the war and stabilize the broader economic outlook. (Source: IMF World Economic Outlook - July 2026)
Indian Economy Overview
India's economy continues to demonstrate strong momentum, with the First Advance Estimates for FY26 placing real GDP growth at 7.4 per cent and GVA growth at 7.3 per cent. This performance reaffirms India's position as the fastest- growing major economy for the fourth consecutive year, driven primarily by domestic demand and supportive macroeconomic fundamentals.
Private Final Consumption Expenditure (PFCE) rose to 61.5 per cent of GDP in FY26 the highest level since FY12 backed by low inflation, stable employment, and rising real purchasing power. This consumption strength is broad-based, fueled by steady rural performance from strong agriculture and a gradual recovery in urban demand aided by tax rationalization.
On the price front, headline CPI inflation eased significantly to 1.7 per cent between April and December 2026, driven by
sharp disinflation in food prices, favorable farm conditions, and supply-side interventions. Meanwhile, external demand also contributed positively, with total exports reaching a record USD 825.3 billion in FY25 and sustaining growth into FY26 despite heightened U.S. tariffs and global trade uncertainties.
Looking ahead, the Indian Meteorological Department's preliminary forecast of below-normal monsoon rainfall in 2026 due to El-Nino poses some risks to the agricultural and rural economy. Combined with global trade pressures, these factors have led the Economic Survey to project a moderated real GDP growth range of 6.8 to 7.2 per cent for FY27.
Despite potential near-term headwinds in FY27, cumulative policy reforms such as GST rationalization and regulatory simplification alongside structural advantages like urbanization, demographics, and an expanding middle class, keep India firmly on track toward the vision of Viksit Bharat. (Source: Economic Survey 2025-26)
Industry Structure and Developments
Prior to the war, high and volatile metal prices had been in focus. The war has since exacerbated supply challenges for base metals, either by impeding production and shipments directly, such as for aluminum, or by curtailing the supply of essential production inputs such as sulfuric acid.
Many metals prices softened slightly in March, likely reflecting weaker prospects for global industrial activity, but aluminum prices gained more than 10 percent (m/m), the second largest monthly increase in the last decade. In all, the World Bank Group's base metals index gained 29 percent over the year from 2025Q1 to 2026Q1.
In May 2026 India's finished steel consumption reached 163.7 MT in 2025-26, driven by infrastructure, urbanisation and manufacturing growth, highlighting strong domestic demand.
India's copper demand is expected to grow about 7% annually, led by renewable energy expansion, electric vehicles, and infrastructure projects including industrial corridors, national highways, and the Housing for All programme, with domestic consumption already exceeding 7,50,000 tonnes against production of about 5,55,000 tonnes with demand projected to double by 2030.
Similarly, the steel sector is entering a new growth phase, with demand projected to rise by around 9% in 2025-26, supported by broad-based consumption across construction, infrastructure, and industrial sectors.
India is accelerating critical minerals exploration and mining infrastructure under Atmanirbhar Bharat to strengthen supply chains for EVs, renewable energy and defense, while, on May 10, 2026, experts highlighted sustainable CSR initiatives supporting the metals and mining sector.
India's metals and mining sector is entering a strong growth phase, driven by government reforms, accelerated mine auctions, increased domestic exploration, and rising demand for critical minerals linked to the global energy transition.
India plans to train 5.7 million workers by 2030 in the mining sector under the National Critical Mineral Mission to boost domestic critical mineral production and cut import dependence.
On November 26, 2025, the Union Cabinet chaired by Prime Minister Mr. Narendra Modi approved a ' 7,280 crore (US$ 809.8 million) "Scheme to Promote Manufacturing of Sintered Rare Earth Permanent Magnets (REPM)", marking a major positive step for India's metals and mining ecosystem.
The World Bank Group's metals and minerals price index is projected to rise 17% (y/y) in 2026, driven by higher production costs, supply tightness, and robust demand from traditional sectors alongside emerging industries like renewable energy, electrification, and data centers.
Prices for aluminum, copper, and tin essential materials for many products in these sectors are projected to reach all-time highs in 2026, marking a third consecutive year of rising prices.
With a view to promoting R&D in the mining sector, Ministry of Mines has launched a comprehensive Science & Technology Programme. The underlying principle behind R&D component is to foster utilisation of the available mineral resources judiciously, economically efficiently and in an environmentally sustainable manner. (Source: Ministry of Mines / Commodity Markets Outlook / Union Budget 2026-27)
Opportunity & Threats
India's copper demand is poised for significant growth, fueled by a positive outlook for industrial and infrastructure expansion. Government initiatives such as the power sector thrust, smart cities, housing for all, renewable energy integration, electric vehicles (EVs), and the Atmanirbhar Abhiyan are major catalysts. Consequently, India's per capita copper consumption is projected to rise from 0.6 kg to 1 kg, pointing to substantial long-term market potential as it catches up with global averages.
Globally, copper is recognized as an essential "green metal" driving the transition toward net-zero emissions. Demand is intensifying due to worldwide EV adoption, associated charging infrastructure, and decarbonization pushes by the US and the European Union. Furthermore, the rapid expansion of data centers, AI-enabling infrastructure, cooling systems, and renewable energy grids requires massive quantities of copper and aluminum, which could trigger short-term supply strains and push prices higher.
Despite strong demand, the base metals market faces severe vulnerabilities from supply shocks and geopolitical risks. Production of metals like copper, aluminum, nickel, and tin is geographically concentrated, leaving markets exposed to labor disputes, extreme weather, and conflicts at critical mines. Additionally, export restrictions, trade tensions, and potential policy shifts such as the U.S. Department of Commerce's review of refined copper imports threaten to fragment supply chains, increase volatility, and drive prices above baseline forecasts.
Supply chains are further threatened by processing bottlenecks, such as potential disruptions to sulfur exports from the Middle East and China's regulatory changes regarding sulfuric acid. Domestically, the Indian non-ferrous metals industry relies heavily on imported metal scrap, with recycling largely confined to the informal sector. Strengthening formal material and metal recycling channels offers a strategic opportunity for India to curb import dependence and build a more resilient domestic supply chain. (Source: Ministry of Mines / Commodity Markets Outlook)
Outlook
Global manufacturing has entered a decisive phase where digitalization is no longer a forward-looking initiative, but the baseline requirement for market survival. Facing persistent supply chain volatility, labor shortages, and tightening margins, manufacturers are turning to advanced technologies like agentic artificial intelligence, automation, and unified digital ecosystems to drive productivity. Discrete manufacturing alone is projected to surpass $700 billion in digital transformation spending by 2027, positioning digital integration as the structural backbone of modern operations.
As efficiency becomes a core competitive metric, AI-driven systems are fundamentally transforming quality management and equipment maintenance, shifting operations from reactive corrections to proactive optimization. Crucially, companies now recognize that operational efficiency, workforce well-being, and environmental performance are deeply interconnected. Because the industrial sector accounts for roughly 40% of global final energy consumption and 25% of global CO2 emissions, targeted sustainability and efficiency improvements deliver profound economic and environmental impacts.
Against this global backdrop, the Indian manufacturing sector is rapidly emerging as an economic pillar, contributing approximately 17% to GDP. Bolstered by initiatives like Make in India, production-linked incentive schemes, and the National Mission on Manufacturing (NMM), the sector is targeting a rise in GDP contribution to 25% by 2035, the creation of 143 million jobs, and merchandise exports reaching ' 106.05 lakh crore ($1.20 trillion). Driven by a surge in recognized startups and direct job creation, India is successfully shifting from traditional machine tools toward advanced automation and digitalization.
Ultimately, competitive advantage in 2026 and beyond will not belong exclusively to the most technologically advanced firms. Data indicates that "future-fit" companies the fastest and most agile 20% of organizations maintain a significant edge, boasting vastly higher levels of process automation. However, true long-term success requires a balanced approach. Manufacturers that approach evolution holistically by aligning people, processes, and technology will be the ones that successfully convert industry disruption into sustained, resilient competitive advantage. (Source: Worldwide spending on digital transformation is forecast to reach almost $4T by 2027. HPC Wire/ International Federation of Robotics 2025, September 25 / PwC's Global Industrial Manufacturing Sector Outlook / Union Budget 2026-27)
Internal Control System and their Adequecy
The Company's internal control systems are adequate, operating effectively and are commensurate with its size and nature of its business to safeguard and protect from loss, unauthorized use or disposition of its assets of business and the same is provided through competent management, implementation of standard policies and processes, maintenance of an appropriate audit program with internal control environment, effective risk monitoring and management information systems. All the transactions are properly authorized, recorded and reported to the Management. Moreover, the Company continuously upgrades these systems in line with the best available practices.
The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Management and Internal Auditors of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.
The Board of the Company has constituted an Audit Committee, which is headed by a Non-Executive Independent Director. The Audit Committee periodically reviews internal audit reports and brings to the notice of the Board any significant process deviations.
Segment/ProductWise Performance
The Company has delivered a satisfactory financial and operating performance for 2025-2026. Your Company's income from operations for the year under review was ' 197294.16 Lakhs as compared to ' 138243.37 Lakhs of that of the previous year whereas its profit before tax stood at ' 4342.81 Lakhs vs. ' 1491.63 Lakhs of previous year. This growth is attributed to our strategic initiatives / investments and market positioning.
The Company operates in a single segment i.e. manufacturing and trading of copper wire and copper wire rods by recycling of copper scrap and various type of metals, other metallic substances and other related products, the Company's main products are copper wire and copper wire rods and that are ideally suited for a wide array of applications.
Risk and Concern
The Company does not apprehend any inherent risk in the long run, with the exception of certain primary concerns that have afflicted the progress of our industry in general, like:
• Production disruptions due to war situation.
• Commodity-specific trade restrictions.
• Rapid expansion of data centers.
• Global oversupply & dumping.
• Strict carbon rules & shifting tariffs.
• Energy and raw material price volatility.
• Trade Fragmentation, Protectionism, and Tariff Barriers.
• Sustainability Mandates and the Capital Cost of "Green" Transition.
• Input Cost Volatility and Energy Security.
• Technological Obsolescence and the Digital Skills Gap.
• Supply Chain Fragility and Logistics Bottlenecks.
Risk Appetite is driven by the following:
• Health and Safety of our employees and the communities in which we operate are our prime concern and our operating strategy is focused on the above objective.
• All business decisions are aligned to the Code of Conduct of the Company.
• Management actions are focused on continuous improvement.
• Environment and Climate Change impacts are assessed on a continuous basis.
• The long-term strategy of the Company is focused on generating profitable growth and sustainable cash flows that creates long-term stakeholder value.
Analysis of Financial Performance / Discussion of Financial Performance with Respect to Operational Performance
The summary of previous two years financial results is given below:
|
FINANCIAL HIGHLIGHTS
|
2025-26
|
2024- 25
|
| |
'in Lakhs
|
' in Lakhs
|
|
Revenue from operations
|
197294.16
|
138243.37
|
|
Other i ncome
|
322.72
|
259.15
|
The Company continued to focus on improving operational efficiency leading to better returns for the shareholders. Further, the Company has significantly enhanced its operational performance by establishing prudent risk management framework.
Material Development in Human Resources / Industrial Relationship Front, Including Number of People Employed
Human resource practices and policies of the Company ensure that all employees, wherever they work, whatever their role is, are always treated equally, fairly and respectfully. We maintain consistent and transparent diversity policies.
Our human resource team believes in personnel management, which involves planning, organizing, directing and controlling of the recruitment and resource management, training & development, compensation, integration and maintenance of people for the purpose of contributing to organizational, individual and social goals.
People power is one of the pillars of success of Company. As on March 31,2026, the Company employs total 18 employees. The Company aims to retain and develop the existing employees and align their goals with the common business vision and mission.
Key Ratios
During the financial year, the details of significant change in the key financial ratios i.e. change of more than 25.00 % as compared to the previous year along with the detailed explanation is summarized below:
|
Sr. No.
|
Particulars
|
2025-2026
|
2024-2025
|
Changes in %
|
|
1
|
Current Ratio
|
3.36
|
4.47
|
-24.74%
|
|
2
|
Debt-Equity Ratio
|
0.23
|
0.1 6
|
44.48
|
|
3
|
Debt Service Coverage Ratio
|
27.68
|
9.34
|
196.42%
|
|
4
|
Return on Equity Ratio
|
31.84%
|
15.51%
|
105.30%
|
|
5
|
Inventory Turnover Ratio
|
94.74
|
113.67
|
-16.65%
|
|
6
|
Trade Receivables Turnover Ratio
|
63.05
|
51.68
|
21.99%
|
|
7
|
Trade Payables Turnover Ratio
|
327.03
|
274.55
|
19.12%
|
|
8
|
Net Capital Turnover Ratio
|
22.84
|
23.40
|
-2.41%
|
|
9
|
Net Profit Ratio
|
1.65%
|
0.79%
|
107.40%
|
|
10
|
Return on Capital Employed
|
35.69%
|
20.31%
|
75.74%
|
Negative change in the current ratio is mainly due to significant increase in current liabilities, particularly customer advances received during the year.
Negative change in the Debt-Equity Ratio is mainly due to increase in borrowings for business expansion / working capital requirements on account of increase in value of inventory.
Positive change in the Debt Service Coverage Ratio is mainly due to higher earnings available for debt servicing and lower debt repayment obligations during the year.
Positive change in the Return on Equity Ratio is mainly due to significant growth in profit after tax compared to previous year.
Negative change in the Inventory Turnover Ratio is mainly due to comparatively higher average inventory holding during the year.
Negative change in the Net Capital Turnover Ratio is due to increase in working capital base compared to growth in turnover.
Positive change in Net Profit ratio is due to increase in profitability.
Disclosure of Accounting Treatment
The Company has followed the same Accounting Standard as prescribed in preparation of Financial Statements and has complied with the applicable norms and standards.
CAUTIONARY NOTE Certain statements in this Report may be forward-looking and are stated as may be required by applicable laws and regulations. Actual results may vary from those expressed or implied, depending upon economic conditions, government policies, regulations, tax laws, other statutes and other incidental / related factors.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of clause (c) of sub-Section (3) of Section 134 of the Companies Act, 2013, which states that:
(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(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 at the end of the financial year and of the profit of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
SECRETARIAL STANDARDS
The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India. DEPOSITS
The Company has neither accepted nor renewed any deposits. During the year under review, the Company has received unsecured loans which exempt under the deposit rules in terms of the Companies (Acceptance of Deposits) Second
Amendment Rules, 2015 are furnished in the financial statements.
DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) AND DECLARATIONS
As on March 31,2026, the Board consists of;
1. Mr. Shantilal Kailashchandra Shah - Managing Director
2. Mr. Suchitkumar Maheshbhai Patel - Whole-time Director
3. Mr. Piyush Giriraj Shah - Director
4. Mr. Dipak Shantilal Jagetiya - Independent Director
5. Ms. Mayura Dinesh Marathe - Independent Director
Mr. Piyush Giriraj Shah (DIN: 00286242), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.
There was no appointment or resignation of Director / KMP during the year under review.
The Board of Directors of the Company hereby confirms / declares that the Independent Directors duly appointed by the Company have submitted declarations and that they meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extend applicable to the Company.
Mr. Shantilal Shah, Managing Director, Mr. Suchitkumar Patel, Whole-time Director, Mr. Vijay Shah, Chief Financial Officer and Ms. Dhara Motka, Company Secretary are the Key Managerial Personnel of the Company.
All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs (MCA) or any such statutory authority from being appointed or continuing as Director of the Company or any other Company where such Director holds such position.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 4 (Four) Meetings of the Board of Directors were held on 15/05/2025, 20/08/2025, 14/11/2025 and 11/03/2026.
EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
A detailed exercise for evaluation of the performance of the Board, its various Committees and also the performance of individual Directors pursuant to the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was carried out by the Board by way of structured questionnaire and Directors were satisfied with the evaluation process. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated. The Directors expressed their satisfaction with the evaluation process. The performance of the Board and that of its various Committees were evaluated on the basis of various parameters like adequacy of Composition, Board Culture, Execution and Performance of specific duties, Effectiveness of Board processes, Effectiveness of Committee meetings, Obligations and Governance etc. Whereas the evaluation of individual Directors and that of the Chairman of the Board was on the basis of various factors like their attendance, level of their engagement, their contribution, and independency of judgment, their contribution in safeguarding the interest of the Company and other relevant factors. The Board and Committees put sufficient efforts to safeguard the interest of the Company.
CODE OF CONDUCT
The Code of Conduct for all Board members and Senior Management of the Company have been laid down and are being complied with in words and spirit. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.
STATUTORY AUDITORS AND AUDIT REPORT
The Company had appointed M/s. Shah & Shah (Firm Registration No. 131527W), Chartered Accountants, as Statutory
Auditors of the Company at the 09th Annual General Meeting (AGM) till the conclusion of 14th AGM in compliance with the provisions of Section 139(1) of the Companies Act, 2013.
The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer made by the Auditors in their Report.
SECRETARIAL AUDITORS AND AUDIT REPORT
The Company had appointed M/s. Alpesh Vekariya & Associates (Firm Registration No. S2018GJ652400), Company Secretaries, as Secretarial Auditor of the Company at the 09th Annual General Meeting (AGM) in good governance and in compliance with the provisions of Section 204 of the Companies Act, 2013 read with Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), to the extent applicable to the Company for a term of five (5) consecutive years commencing from financial year 2025-26 till financial year 2029-30 to undertake the Secretarial Audit of the Company.
The Report given by the Secretarial Auditor form part of this Report. There has been no qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditors in their Report.
INTERNAL AUDITORS, AUDIT REPORT AND COMPLIANCE
In terms of the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. R N C A & Associates (Firm Registration No. 0131593W), Chartered Accountants, was appointed as Internal Auditor of the Company for the financial year 2025-26, who regularly carries out the Internal Audit of the Company.
All Audit Reports are regularly placed before the Audit Committee at Committees' meetings. After providing due explanations, the Company adopts the final suggestions and necessary effects are given in accounting process and system of the Company. There are no qualifications, reservations or adverse remarks or disclaimer made by the Internal Auditors in their Reports.
MAINTAINANCE OF COST RECORDS & COST AUDIT
The Company is required to maintain cost records as prescribed by the Central Government under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. Further your Company has always been compliant of the same.
The Board of Directors has appointed M/s. S A & Associates (Firm Registration No. 000347), Cost Accountants, as the Cost Auditor of the Company to audit the cost accounting records of the Company for the financial year 2026-27. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members of the Company for their ratification at the ensuing Annual General Meeting (AGM). Accordingly, a resolution seeking member's ratification of the remuneration payable to said auditor is included in the Notice convening the 10th AGM.
CORPORATE SOCIAL RESPONSIBILITY ('CSR') COMMITTEE & DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The constitution of CSR Committee is in terms of the provisions of Section 135(9) of the Companies Act, 2013.
The Corporate Social Responsibility (CSR) Committee consists of the following Members:
1. Mr. Piyush Shah - Non-Executive Director - Chairman
2. Mr. Dipak Jagetiya - Independent Director - Member
3. Mrs. Mayura Dinesh Marathe - Independent Director - Member
During the year under review, 02 (Two) Meeting of members of CSR Committee were held on 14/11/2025 and 11/03/2026.
Company's CSR initiatives and activities undertaken are aligned to the requirements of Section 135 of the Act and rules made thereunder. The CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company at https://www.parmeshwarmetal.com/policies/
The Annual Report on CSR Activities undertaken by the Company during the financial year is annexed as Annexure-B and forms part of this Report.
NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The constitution of Nomination and Remuneration Committee is in terms of the provisions of Section 178(1) of the Companies Act, 2013 and the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
The Nomination and Remuneration Committee consists of the following Members:
1. Mr. DipakJagetiya - Independent Director - Chairman
2. Mrs. Mayura Dinesh Marathe - Independent Director - Member
3. Mr. Piyush Shah - Non-Executive Director - Member
During the year under review, 04 (Four) Meetings of members of Nomination and Remuneration Committee were held on 15/05/2025, 20/08/2025, 14/11/2025 and 11/03/2026.
The role and responsibilities, Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other related matters are in conformity with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable to the Company.
AUDIT COMMITTEE
The constitution of Audit Committee is in terms of the provisions of Section 177 of the Companies Act, 2013.
The Audit Committee constituted consists of the following Members:
1. Mr. Dipak Jagetiya - Independent Director - Chairman
2. Mrs. Mayura Dinesh Marathe - Independent Director - Member
3. Mr. Piyush Shah - Non-Executive Director - Member
During the year under review, 04 (Four) Meetings of members of Audit Committee were held on 15/05/2025, 20/08/2025, 14/11/2025 and 11/03/2026.
The role, terms of reference, authority and powers of this Committee are in conformity with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable to the Company. Besides having access to all the required information from within the Company, the Committee can obtain external professional advice whenever required. The Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors of the Company. It is authorised to select and established accounting policies, review reports of the Statutory and Internal Auditors and to discuss their findings, suggestions, and other related matters and to implement their suggestions. Committee also looks after Management Discussion financial conditions and results of operations. The Committee is empowered to recommend the appointment and removal of Statutory and Internal Auditors.
STAKEHOLDERS RELATIONSHIP/INVESTOR GRIEVANCES COMMITTEE
The constitution of Stakeholders Relationship / Investor Grievances Committee is in terms of the provisions of Section 178(5) of the Companies Act, 2013.
The Stakeholders Relationship Committee consists of the following Members:
1. Mr. Piyush Shah - Non-Executive Director - Chairman
2. Mr. DipakJagetiya - Independent Director - Member
3. Mrs. Mayura Dinesh Marathe - Independent Director - Member
During the year under review, 04 (Four) Meetings of members of Stakeholders Relationship Committee were held on
15/05/2025, 20/08/2025, 14/11/2025 and 11/03/2026.
The Committee reviewed redressal of Investors' Grievances. The Committee has also taken steps to strengthening investors' relations;
a) Number of Shareholders' complaints received during the financial year: Nil
b) Number of complaints not solved to the satisfaction of Shareholders: Nil
c) Number of pending complaints: Nil
RISK MANAGEMENT POLICY
The Company was already having risk management system to identify, evaluate and minimize the business risks. The Company had formalized the same by adopting Risk Management Policy. This policy intends to identify, evaluate monitor and minimize the identifiable risks in the organization. The Committee and Board of Directors have developed systems and controls for the improvement in quality and for cost cutting. The risk management policy of the Company is being implemented and evaluated by the Committee and Board at various intervals of time.
REMUNERATION POLICY
Remuneration to Managing Director: The remuneration paid to Managing Director is recommended by the Nomination and Remuneration Committee and approved by Board of Directors and Shareholders of the Company. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.
Remuneration to Non-Executive Directors: No remuneration is being paid to the Non-Executive Directors except sitting fees to the Independent Directors & Non-Executive Director of the Company.
The Policy is available on the Company's website - https://www.parmeshwarmetal.com/policies/
DISCLOSURE OF REMUNERATION RATIO
The particulars of ratio of remuneration of Director, KMP and employees, more particularly described under Section 197(12) of the Companies Act, 2013 and Rules 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure-C to this Report.
PARTICULARS OF EMPLOYEES
During the year under Report, there were no Employees covered by Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
ESTABLISHMENT OF VIGIL MECHANISM
In compliance with Section 177 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism / Whistle Blower Policy (Mechanism) for its Stakeholders, Directors, and Employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct policy.
This Mechanism also provides for adequate safeguards against victimization of Director(s) / Employee(s) / Stakeholders who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee and we affirm that no personnel has been denied access to the Audit Committee. The aforesaid mechanism is available on the website of the Company at https://www.parmeshwarmetal.com/policies/
LISTING AGREEMENT WITH STOCK EXCHANGES
Pursuant to the provisions of listing agreement with stock exchanges, the equity shares of the Company are listed on BSE SME Exchange and annual listing fees has been paid to the said Stock Exchange for the financial year 2026-27.
DEPOSITORY SYSTEM
Your Company has established electronic connectivity with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is INE0QQJ01021.
PREVENTION OF INSIDERTRADING
In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised"Code of Conduct for Prevention of Insider Trading" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company's website - https://www.parmeshwarmetal.com/policies/
RATING
The following Rating has assigned by CRISIL for Bank Loan Facilities availed by the Company:
• Long Term Rating: CRISIL BBB-/Stable
• Short Term Rating: CRISIL A3
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND OTHER DISCLOSURES
The Company has zero tolerance for sexual harassment at workplace and the Company has, in place, a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up by the Company in compliance with the provisions of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of complaint(s) relating to child labour, forced labour, involuntary labour, sexual harassment received and disposed-off during the year:
(a) Number of complaints pending in the beginning of the financial year: Nil
(b) Number of complaints filed during the financial year: Nil
(c) Number of complaints disposed of during the financial year: NA
(d) Number of cases pending for more than ninety days: Nil
(e) Number of complaints pending as on end of the financial year: Nil
STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company confirms compliance with all applicable provisions of the Maternity Benefit Act,1961. Necessary policies and support systems are in place to ensure the welfare of women employees, and no instances of non-compliance were reported during the year.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
Not Applicable
THE DETAILS OF 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
REPORTING OF FRAUDS
There have been no instances of fraud reported by the statutory auditors under Section 143(12) of the Act and rules framed thereunder.
GREEN INITIATIVE
In accordance with the 'Green Initiative', the Company has been sending the Annual Report / Notice of AGM in electronic
mode to those Shareholders whose Email Ids are registered with the Company and/or the Depository Participants. Your Directors are thankful to the Shareholders for actively participating in the Green Initiative.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation to all the employees for their continued effort towards the growth of the Company and would also like to express their thanks to the shareholders, bankers, customers, business associates, clients, creditors and consultants for their continued support extended to your Company during the year under review. The Directors also thank the government and concerned government departments and agencies for their co-operation.
For and on behalf of the Board of Directors of PARMESHWAR METAL LIMITED
Piyush Shah Chairman DIN: 00286242
Date: August 18, 2026 Place: Dehgam
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