Karamtara Engineering Ltd. ನಿರ್ದೇಶಕರ ವರದಿ
Your Directors have pleasure in presenting the 30th Annual Report of the Company together with the Audited Statement of
Accounts for the year ended March 31,2026.
1. FINANCIAL STATEMENTS & RESULTS:
a. FINANCIAL RESULTS/STATE OF COMPANY AFFAIRS:
The Company''s performance during the year ended March 31,2026, as compared to the previous financial year is
summarised below:
|
Particulars |
Consolidated |
Standalone |
||
|
For the Year |
For the Year |
For the Year |
For the Year |
|
|
Revenue from Operations |
4,31,197.52 |
3,15,844.50 |
4,21,733.36 |
3,10,867.86 |
|
Profit before Tax |
31,121.27 |
18,827.21 |
25,410.29 |
18,178.58 |
|
Profit after Tax |
22,875.46 |
13,933.34 |
18,905.33 |
13,492.29 |
Revenue from Operations
For the year ended March 31, 2026, our
standalone revenue from operations reached
'' 4,21,733.36 lakhs, compared to '' 3,10,867.86
lakhs in the previous year, representing a
growth of 35.66%. Our consolidated revenue
from operations increased to '' 4,31,197.52
lakhs from '' 3,15,844.50 lakhs in the previous
year, reflecting a growth of 36.52%. This strong
revenue growth underscores the effectiveness of
our market strategies, expansion initiatives, and
the increasing demand for our products in the
transmission and renewable energy sector.
Profit Before Tax (PBT)
Our standalone Profit Before Tax (PBT) for
the year ended March 31, 2026, stood at
'' 25,410.29 lakhs, compared to '' 18,178.58 lakhs
in the previous year registering a robust growth of
39.78%. Our Consolidated Profit Before Tax stood
at '' 31,121.27 lakhs, compared to '' 18,827.21
lakhs in the previous year reflecting a significant
growth of 65.30%. The substantial increase
in profitability reflects the Companyâs ability to
scale operations efficiently, capitalise on market
opportunities, and strengthen margins through
disciplined execution of its strategic priorities.
Profit After Tax (PAT)
Our Standalone Profit After Tax for the year
ended March 31, 2026, stood at '' 18,905.33
lakhs, compared to '' 13,492.29 lakhs in the
previous year, represents a growth of 40.12%.
Our Consolidated Profile After Tax stood at
⢠22,875.46 lakhs, compared to '' 13,933.34 lakhs
in the previous year, represents a growth of
64.18%. The significant increase in PAT highlights
our strong financial performance and the
successful execution of our business strategies,
resulting in enhanced profitability.
b. PERFORMANCE OF THE SUBSIDIARIES AND
ASSOCIATES:
At the beginning of the year, the Company
had Three (3) wholly owned subsidiaries and
one (1) step-down subsidiary. During the year,
the Company had incorporated two wholly
owned subsidiaries, namely Karamtara Green
Energy Limited on May 15, 2025 and Hanwant
Manbir Singh Foundation under Section 8 of
the Companies Act, 2013, on March 28, 2026.
r\
As on March 31,2026, the Company had five (5) wholly owned subsidiaries and one (1) step-down subsidiary. The
Company''s subsidiaries as of March 31,2026 are as under:
|
Sr. No. |
Name of Company |
Relationship |
|
1. |
Karamtara USA INC. |
Wholly Owned Subsidiary Company |
|
2. |
Karamtara Italy s.r.l. |
Wholly Owned Subsidiary Company |
|
3. |
Iselfa Morsetteria s.r.l. |
Step down subsidiary (Subsidiary of Karamtara Italy S.R.L.) |
|
4. |
Karamtara Renewable Saudi Limited |
Wholly Owned Subsidiary Company |
|
5. |
Karamtara Green Energy Limited |
Wholly Owned Subsidiary Company |
|
6. |
Hanwant Manbir Singh Foundation |
Wholly Owned Subsidiary Company |
During the year, the Company had one associate
Company namely, Clean Max Ame Private Limited.
The said associate company is engaged in the
business of inter alia development, generation
and supply of renewable energy from solar, wind
or solar hybrid and any other renewable energy
sources, which is utilised for captive purposes
by the Company. The Company did not have any
Joint Venture Company during the year.
The performance and financial positions of the
Companyâs subsidiaries and associate Company
for the financial year ended March 31, 2026, are
provided in the statement containing the salient
features of the financial statements in e-Form
AOC-1 annexed as Annexure 1 to this Report
and forming part hereof.
c. CHANGE IN THE NATURE OF BUSINESS:
During the year, there was no significant change
in the nature of the business activities of the
Company.
d. DIVIDEND:
The Board of Directors have recommended final
dividend @ 50 Paise (5%) per share of '' 10
subject to the approval of the shareholders of the
Company at the ensuing Annual General Meeting
for the financial year ended March 31,2026.
e. CHANGES IN SHARE CAPITAL:
During the year, there was no change in the share
capital structure of the Company.
As on March 31, 2026, the Authorised Share
Capital of the Company was '' 5,00,00,00,000/-
(Rupees Five Hundred Crores only) comprising
7Y v 50,00,00,000 (Fifty Crore) Equity Shares of'' 10/-
(Rupees Ten only) each. The Issued, Subscribed
and Paid-up Share Capital of the Company stood
at â 292,29,52,400 (Rupees Two Hundred Ninety
Two Crores Twenty nine Lakhs Fifty-two Thousand
Four Hundred only) comprising 29,22,95,240
(Twenty-nine Crore Twenty-two Lakh Ninety-five
Thousand Two Hundred Forty) Equity Shares of
'' 10/- (Rupees Ten only) each, fully paid-up.
Filing of DRHP with Securities and Exchange
Board of India (âSEBIâ) for Initial Public Offer
(IPO) of Equity Shares of the Company:
Company has filed a Draft Red Herring Prospectus
(âDRHP") on January 22,2025 with the Securities
and Exchange Board of India (âSEBIâ), BSE
Limited (âBSEâ) and National Stock Exchange of
India Limited (âNSEâ), in relation to its proposed
public issue. The copy of the DRHP is available on
the website of the Company at www.karamtara.
com.
f. MATERIAL CHANGES AND COMMITMENTS:
i. Expansion of Business:
Considering the growth in renewable energy
and the consequential increase in demand
for power transmission lines, Your Company
has taken following expansion plans which
will further strengthen companyâs standing in
both in national and international arena and
to continue sustainable growth.
The Company is setting up a manufacturing
plant for transmission line towers at
Bhachau, Gujarat, which is under the stage of
completion, and it is expected to commission
the plant by second quarter of Financial Year
2027.
Manufacturing facility at Saudi Arabia
- Companyâs wholly owned subsidiary,
Karamtara Renewables Saudi Limited,
Kingdom of Saudi Arabia is setting up
manufacturing facilities for Solar Tracker
and Piles/Piers, Transmission Line Tower
and Solar Torque Tube. In the first phase,
the Company is setting up manufacturing
facility for Solar Tracker and Piles/Piers
which is expected to be commissioned by
Q3 of Financial Year 2027. The Company
is also setting up manufacturing facility for
Transmission Line Towers which is under
construction and the Company expects that
the same will be commissioned by end of
Financial Year 2027.
g. TRANSFER OF UNCLAIMED DIVIDEND TO THE
INVESTOR EDUCATION AND PROTECTION
FUND:
There was no unpaid or unclaimed dividend
amount that was required to be transferred to the
Investor Education and Protection Fund (IEPF)
pursuant to the provisions of the Companies Act,
2013 and the rules made thereunder.
h. TRANSFER TO RESERVES:
The details of the movement in the reserves of
the Company, as per the Standalone Financial
Statements, for the financial years ended March
31,2026 and March 31,2025, are as follows:
|
Particulars |
As of |
As of |
|
Securities Premium |
30,413.22 |
30,413.22 |
|
Retained Earnings |
46,299.11 |
27,393.78 |
i. REVISION OF FINANCIAL STATEMENTS:
During the year, there was no revision of the
financial statements of the Company.
j. DEPOSITS:
The Company has not accepted or renewed any
amount falling within the purview of provisions of
Sections 73 and 74 of the Companies Act 2013
(âthe Actâ) read with the Companies (Acceptance
of Deposits) Rules, 2014 during the year. In view
of the same, the requirement for furnishing of
details of deposits which are not in compliance
with the Chapter V of the Act was not applicable.
k. DISCLOSURES UNDER SECTION 134(3)(l) OF
THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, no
material changes and commitments which could
affect the Company''s financial position have
occurred between the end of the financial year of
the Company and date of this Report.
l. INTERNAL FINANCIAL CONTROLS:
The Company has established adequate Internal
Financial Controls commensurate with the size,
scale, and complexity of its operations. These
controls are designed to provide reasonable
assurance regarding the reliability of financial
reporting, safeguarding of assets, prevention and
detection of fraud and errors, compliance with
applicable laws and regulations, and the orderly
and efficient conduct of business operations.
The effectiveness of the internal financial control
framework is periodically reviewed through
management oversight and internal audits, and
necessary improvements are implemented to
strengthen the control environment.
m. DISCLOSURE OF ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator
or Court or Tribunal which can have an impact
on the going concern status and the Companyâs
operations in future.
n. PARTICULARS OF CONTRACTS OR
ARRANGEMENT WITH RELATED PARTIES:
The related party transactions are repetitive
in nature and are entered on armâs length
basis in the ordinary course of business and in
compliance with the provisions of Section 188 of
the Companies Act, 2013 with related parties as
defined under the provisions of Section 2(76) of
the Companies Act, 2013. During the year, there
were no transactions of material nature with the
related parties that had potential conflict with
the interest of the Company. The related party
transactions are generally with its promoters,
subsidiaries and promoters group companies are
entered into based on consideration of various
business exigencies and are not prejudicial to
the Companyâs interest. There was no material
transaction during FY 2026 which requires
disclosure in Form AOC-2.
O. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES:
During the year, regarding the transactions
entered by the Company with respect to loans,
guarantees, investments and securities, the
Company has complied with the provisions
of Section 186 of the Companies Act, 2013.
Details of loans given/guarantees given, or
security provided/investment made, to the extent
applicable, are given in the Note no.4, Note no.
12 and Note no. 36 of the Standalone Financial
Statements of the Company.
p. DISCLOSURE UNDER SECTION 54(1)(D) OF
THE COMPANIES ACT, 2013:
During the year, the Company has not issued any
sweat equity shares and in view of the same, no
information as per provisions of Section 54(1 )(d)
of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 has
been furnished.
q. DISCLOSURE UNDER SECTION 67(3) OF THE
COMPANIES ACT, 2013:
During the year, there were no instances of
non-exercising of voting rights in respect of
shares purchased directly by employees under a
scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital
and Debentures) Rules, 2014 and hence, no
information in this regard has been furnished.
2. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors along with its committees
provides leadership and guidance to the Company''s
management and also direct, supervises and controls
the performance of the Company. The composition
of the Board represents mix of professionalism,
knowledge, and experience and enables the Board
to discharge its responsibilities and provide effective
leadership to the business. The composition of the
Board is in conformity with the provisions of Section
149 of the Companies Act, 2013 (the âAct"). The
Board periodically evaluates the need for change in its
composition and size.
There has been no change in the constitution of Board
of Directors during the year under review.
Mr. Shreyans Jitendra Shah (DIN:01649714), who
retires by rotation in terms of Section 152(6) of the
Companies Act, 2013, and being eligible, has offered
himself for re-appointment.
Mr. Sanjay Khare Company Secretary and Compliance
officer has resigned w.e.f June 12, 2026.
Mr. Manoj Kumar Srivastava has been appointed as
Company Secretary and Compliance officer w.e.f
June 12, 2026
CATEGORY AND ATTENDANCE OF DIRECTORS:
The name and categories of Directors, DIN, the number of Directorships, Committee positions held by them in other
companies and the list of Listed Entities where he/she is a director along with the category of their Directorships and other
details are given hereafter.
|
Name of Directors |
Category |
*No. of Directorship |
"No. of Committee |
Other Listed entities where |
|||
|
Chairman |
Member |
Chairman |
Member |
Name of the Listed |
Category of |
||
|
Mr. Tanveer Singh |
Chairman and |
1 |
2 |
NA |
|||
|
Mr. Rajiv Singh |
Joint Managing |
2 |
* |
1 |
" |
NA |
|
|
Mr. Sunil Kumar \piN: 00101848) |
Whole-time Director |
2 |
2 |
NA |
|||
|
mr. Shreyans Jitendra (IJTIN:01649714) |
Whole-time Director |
2 |
NA |
||||
|
Name of Directors |
Category |
*No. of Directorship |
âNo. of Committee |
Other Listed entities where |
|||
|
Chairman |
Member |
Chairman |
Member |
Name of the Listed |
Category of |
||
|
Mr. Tilokchand |
Independent/ Non-Executive Director |
3 |
2 |
3 |
1. Polycab India 2. Mankind |
Independent Director |
|
|
Mr. Avnish Bajaj |
Independent/ Non-Executive Director |
1 |
0 |
1 |
Independent Director |
||
|
Mr. Shailesh Kumar (DIN:08068256) |
Independent/ Non-Executive Director |
4 |
2 |
3 |
1. Quality Power 2. Websol Energy 3. Techno Electric |
Independent Director |
|
|
Ms. Irina Garg |
Independent/ Non-Executive Director |
2 |
0 |
2 |
Sangam India |
Independent Director |
|
The number of directorships in Indian public limited company including that of your company is considered.
âCommittee considered as Audit Committee and Stakeholders Relationship Committee, including that of your Company.
Committee membership(s) and Chairmanship(s) are counted separately.
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:
a. BOARD MEETINGS:
The Board of Directors had 5 (Five) meetings during the financial year ended March 31,2026, in accordance with
the provisions of the Companies Act, 2013 and rules made thereunder as per the details of attendee directors
hereunder.
|
Name of Directors |
Category |
Meeting held |
Meeting attended |
Attendance at the |
|
Mr. Tanveer Singh |
Chairman and |
5 |
5 |
y |
|
Mr. Rajiv Singh |
Joint Managing |
5 |
5 |
y |
|
Mr. Sunil Kumar Rustagi |
Whole-time Director |
5 |
5 |
y |
|
Mr. Shreyans Jitendra Shah |
Whole-time Director |
5 |
4 |
y |
|
Name of Directors |
Category |
Meeting held |
Meeting attended |
Attendance at the |
|
Mr. Tilokchand Punamchand |
Independent/Non- |
5 |
5 |
NA |
|
Mr. Avnish Bajaj |
Independent/Non- |
5 |
3 |
NA |
|
Mr. Shailesh Kumar Mishra |
Independent/Non- |
5 |
4 |
NA |
|
Ms. Irina Garg (DIN:10732703) |
Independent/Non- |
5 |
5 |
NA |
During the year, the committee had 5 (Five) meetings during the financial year ended March 31,2026, in accordance
with the provisions of the Companies Act, 2013 and rules made thereunder.
The details of the Members and their attendance at meetings during the year, are as given below:
|
Sr. No. |
Name of Members |
Designation |
Category of Director |
No. of meetings held |
No. of |
|
1. |
Mr. Tilokchand |
Chairman |
Non-Executive, |
5 |
5 |
|
2. |
Mr. Avnish Bajaj |
Member |
Non-Executive, |
5 |
3 |
|
3. |
Ms. Irina Garg |
Member |
Non-Executive, |
5 |
5 |
|
4. |
Mr. Sunil Kumar Rustagi |
Member |
Executive Director |
5 |
5 |
The Company Secretary acts as the Secretary to the Audit Committee. The composition of the Committee is in
conformity with Section 177 of the Act.
During the year, the Committee reviewed the key audit findings covering operational, financial and compliance areas,
internal financial controls and financial reporting systems and statement of significant Related Party Transactions.
The Chairperson of the Audit Committee briefs the Board at its Meetings about the significant discussions at the
Audit Committee Meetings including the internal audit matters. The minutes of the Audit Committee Meetings are
placed in the next Meeting of the Board after they are confirmed by the Committee.
ii. NOMINATION AND REMUNERATION COMMITTEE
Brief Description
Pursuant to the provision of Section 178 of the Companies Act, 2013 as amended and corporate governance
requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (âSEBI Listing Regulationsâ).
The role of the NRC is to oversee the selection of Directors and Senior Management based on criteria related to the
specific requirement of expertise and independence. The NRC evaluates the performance of Directors based on
the expected performance criteria. The NRC also recommends to the Board the remuneration payable to Directors
and Senior Management of the Company. The NRC Policy of the Company is available on the Company s website
at www.karamtara.com
Composition
The Committee comprises of Three (3) members as on March 31, 2026, out of which Two (2) are Independent
Directors and one (1) is an Executive Director. The Committeeâs composition complies with the requirements of
Section 178 of the Act and Regulation 19 of the Listing Regulations.
Members and meeting details:
The Committee met one (1) time during the year.
The details of the Members and their attendance at meetings during the year, are as given below:
|
Sr. No. |
Name of Members |
Designation |
Category of Director |
No. of meetings |
NO. Of |
|
1. |
Mr. Avnish Bajaj |
Chairman |
Non-Executive, |
1 |
1 |
|
2. |
Ms. Irina Garg |
Member |
Non-Executive, |
1 |
1 |
|
3. |
Mr. Tanveer Singh |
Member |
Executive, Director |
1 |
1 |
The Company Secretary & Compliance officer of
the Company is the Secretary of the Committee.
iii. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholdersâ Relationship Committee of
the Board was constituted in compliance with
the provisions of Section 178 of the Companies
Act, 2013 and Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 each as amended. The
Stakeholders Relationship Committee (SRC),
comprising three members out of which one
independent director as its chairman and two
executive directors as a member. This Committee
deals with stakeholder relations and grievances
raised by the investors in a timely and effective
manner and to the satisfaction of investors. The
Committee oversees performance of the Registrar
and Share Transfer Agents of the Company
relating to investor services and recommends
measures for improvement.
Composition
The Committeeâs composition meets the
requirements of Section 178 of Act and Regulation
20 of the Listing Regulations, as on March 31,
2026, the Stakeholdersâ Relationship Committee
comprises of One (1) Independent Director and
Two (2) Executive Director.
Members and meeting details:
The Stakeholdersâ Relationship Committee had one meeting during the year.
The details of the Members and their attendance at meetings during the year, are as given below:
|
Sr. No. |
Name of Directors |
Designation |
Category |
No. of meetings |
No. of |
|
1. |
Mr. Shailesh Kumar Mishra |
Chairman |
Non-Executive, |
1 |
1 |
|
2. |
Mr. Rajiv Singh |
Member |
Executive Director |
1 |
1 |
|
3. |
Mr. Sunil Kumar Rustagi |
Member |
Executive Director |
1 |
1 |
The Company Secretary & Compliance officer of the Company is the Secretary of the Committee.
Investorâs/Sharehoidersâ Grievance Redressal:
The number of complaints/requests received and resolved to the satisfaction of investors during the year and their
break-up is as under:
|
Source of Complaint |
No. of |
No. of |
Not resolved to |
No. Of |
|
Directly from Investors |
NIL |
NIL |
NIL |
NIL |
|
Through SEBI, Stock Exchanges. |
NIL |
NIL |
NIL |
NIL |
|
Total |
NIL |
NIL |
NIL |
NIL |
The Company has appointed the Company Secretary, as the designated Investor Relations Officer who may be
contacted at the Corporate Office of the Company or on Telephone: 91-22-40710000 or the Investors can also
send their grievances to the designated email ID: [email protected].
iv. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility (''CSRâ) Committee of the Board is constituted in accordance with the provisions
v of Section 135 of the Act. The CSR Committee has been entrusted with the specific responsibility of reviewing
corporate social responsibility programmes. The scope of the CSR Committee also includes approving the budget
of CSR activities, reviewing the CSR programmes, and monitoring the CSR spends.
loll
The CSR Committee had one (1) meeting during the year.
1/A ^
The details of the Members and their attendance at meetings during the year, are as given below:
Composition and Attendance
|
Sr. No. |
Name of the Member |
Designation |
Category |
No. of Meeting |
No. of |
|
1. |
Mr. Tanveer Singh |
Chairman |
Executive Director |
1 |
1 |
|
2. |
Mr. Rajiv Singh |
Member |
Executive Director |
1 |
1 |
|
3. |
Mr. Shailesh Kumar Mishra |
Member |
Non-Executive, |
1 |
1 |
The Chairman of the CSR Committee briefs the Board about the CSR activities taken up by the Company.
The annual report on CSR activities undertaken by the Company during the year, along with the amount spent forms
part of the Board''s Report. All details related to CSR initiatives of the Company is in forming part of this report as
Annexure - 2. The Company Secretary & Compliance officer shall act as the secretary to the Committee.
v. RISK MANAGEMENT COMMITTEE
The Risk Management Committee (âRMCâ) was formed by the Board of Directors to comply with Corporate
Governance requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (âSEBI Listing Regulationsâ) and any other applicable laws for
the time being in force, the primary role of assisting the Board of Directors in overseeing the Companyâs risk
management processes and controls. The RMC, through the Enterprise Risk Management in the Company, seeks
to minimise adverse impact on the business objectives and enhance stakeholder value.
Meeting Hefd
The RMC had one (1) meeting during the year.
Composition and Attendance
|
Sr. No. |
Name of the Member |
Designation |
Category |
No. of Meeting |
No. of |
|
1. |
Mr. Rajiv Singh |
Chairman |
Executive Director |
1 |
1 |
|
2. |
Mr. Sunil Kumar Rustagi |
Member |
Executive Director |
1 |
1 |
|
3. |
Mr.Tilokchand Punamchand |
Member |
Non-Executive, |
1 |
1 |
The Company has well defined risk management frameworks in place. The Company Secretary of the Company will
act as the secretary of the Committee.
NON-MANDATORY COMMITTEES
i. FINANCE AND OPERATIONS COMMITTEE
Composition and Attendance
|
Sr. No. |
Name of the Member |
Designation |
Category |
No. of Meeting |
NO. Of |
|
1. |
Mr. Tanveer Singh |
Chairman |
Executive Director |
8 |
8 |
|
2. |
Mr. Rajiv Singh |
Member |
Executive Director |
8 |
8 |
|
3. |
Mr. Sunil Kumar Rustagi |
Member |
Executive Director |
8 |
8 |
|
4. |
Mr. Shreyans Shah |
Member |
Executive Director |
8 |
8 |
The terms of reference of the Finance and Operations Committee include business activities, borrowing of
funds and repayment of funds, investments/disinvestment, acquisition/lease of assets, insurance, disposing of
assets, approving/ monitoring operational activities etc. The Company Secretary & Compliance officer of the
v Company is the Secretary of the Committee.
b. COMMITTEES OF THE BOARD
The Committees of the Board play a crucial role in
ensuring sound corporate governance practices.
The structure of the Committees is being set out
to deal with specific areas/activities which concern
the Company and need a closer review and
ensures speedy resolution of the diverse matters.
They are set up under the formal approval of the
Board, to carry out the clearly defined role which
is considered to be performed by members of
the Board. The Board supervises the execution
of its responsibilities by the Committees and is
responsible for their action. During the year, all
the recommendations of the Committees of the
Board have been accepted by the Board.
All the Committees have detailed terms of
reference approved by the Board which outlines
the composition, scope, powers, duties and
responsibilities. The Chairperson of the respective
Committee updates the Board about the summary
of the discussions held in the Committee meetings.
The minutes of the Committee meetings are sent to
Committee Members for their approval/comments
as prescribed in Secretarial Standards-1 and
subsequently, after being finalised, these are
circulated to the Board and presented at the
Board Meetings for approval.
The Company Secretary acts as the Secretary
of these Committees. The Board has established
the following statutory committees:
Mandatory Committees
Audit Committee
V30\\
/ )frM Nomination and Remuneration Committee
JJStakeholders'' Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
Non - Mandatory Committees
Finance and Operations Committee
IPO Committee
i. AUDIT COMMITTEE
Pursuant to the provision of Section 177 of the
Companies Act, 2013 the Company has an
Independent Audit Committee comprising three
(3) Non-Executive Independent Directors and
one (1) Executive Director. The primary objective
of the Audit Committee is to monitor and provide
an effective supervision to the managementâs
financial reporting process. The Committee
oversees and reviews the reports of Auditors of
the Company and access the quality of financial
reporting in the Company. The Composition,
Procedure, Role/Function of the committee
comply with the requirements of the Companies
Act, 2013 as well as those of SEBI Listing
Regulations.
COMPOSITION AND ATTENDANCE OF
MEMBERS AT THE MEETINGS OF THE AUDIT
COMMITTEE HELD DURING THE YEAR
2025-25.
The Audit Committee comprises of Four (4)
members as on March 31,2026 out of which three
(3) are Independent Directors and one (1) is an
Executive Director. The Committeeâs composition
complies with the requirements of Section
177 of the Act and Regulation 18 of the Listing
Regulations. All Members of the Committee are
financially literate and have financial management
expertise.
ComDosition and Attendance
|
Sr. No. |
Name of the Member |
Designation |
Category |
No. of Meeting |
No. of |
|
1. |
Mr. Tanveer Singh |
Member |
Executive Director |
2 |
2 |
|
2. |
Mr. Rajiv Singh |
Member |
Executive Director |
2 |
2 |
|
3. |
Mr. Sunil Kumar Rustagi |
Member |
Executive Director |
2 |
2 |
The terms of reference of the IPO Committee include IPO related matters. The Company Secretary & Compliance
officer of the Company is the Secretary of the Committee.
c. DIRECTORSâ RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies
Act, 2013, in relation to the audited financial
statements of the Company for the year ended
March 31, 2026, the Board of Directors hereby
confirms that:
a. in the preparation of the annual accounts,
the applicable accounting standards have
been followed and there are no material
departures from the same;
b. such accounting policies have been selected
and applied consistently, and the Directors
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 of March 31,2026, and of the
profit of the Company for that year;
c. proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing
and detecting fraud and other irregularities;
d. the annual accounts of the Company have
been prepared on a going concern basis;
and
e. proper systems have been devised to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.
d. RISK MANAGEMENT POLICY:
^ (f The Board of Directors of the Company has
\ '' y adopted the Policy of Risk Management for
identification, evaluation, monitoring and
minimisation of identifiable risks which helps
to protect the interest of the Company as well
as various Stakeholder. The Board periodically
reviews the risks and suggests steps to be taken
to control the risks.
e. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
A fair and transparent work culture has been
core to the Company. To meet this objective, the
Company had laid down the Vigil Mechanism/
Whistle Blower Policy for directors and employees
to report concerns about unethical behaviour,
actual or suspected fraud or violation of the
Companyâs code of Conduct or ethics policy
pursuant to Section 177(9) of the Companies
Act, 2013. This mechanism provides for adequate
safeguards against victimisation of director/
employee who avails of the mechanism and
provide for direct access to the Chairman of the
Board/Nominated Director in exceptional cases.
f. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate
with the nature of the Company''s business and size
and complexity of its operations are in place and
has been operating satisfactorily. Internal control
systems comprising of policies and procedures
are designed to ensure reliability of financial
reporting, timely feedback on achievement of
operational and strategic goals, compliance
with policies, procedure, applicable laws and
regulations and that all assets and resources
are acquired economically, used efficiently and
adequately protected.
g. PAYMENT OF REMUNERATION/COMMISSION
TO DIRECTORS FROM SUBSIDIARY
COMPANIES:
None of the managerial personnel are in receipt of
remuneration/commission from the subsidiaries
of the Company.
2. STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS:
The Independent Directors have submitted their
disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 so as to qualify themselves to
be appointed as an Independent Directors under the
provisions of the Companies Act, 2013, its rules and its
amendments thereof. The Independent Directors have
also given declaration of compliance with Rules 6(1) and
6(2) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, with respect to their name
appearing in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board and as confirmed by
Independent Directors, they fulfil the conditions
specified in Section 149(6) of the Companies Act, 2013
and the Rules made thereunder about their status as
Independent Directors of the Company.
During the year under review , pursuant to schedule IV
of the Companies Act, 2013, the independent directors
meeting held on June 19, 2025.
3. ANNUAL EVALUATION OF THE PERFORMANCE
OF THE BOARD, ITS COMMITTEE AND OF
INDIVIDUAL DIRECTORS:
Nomination and Remuneration Committee (âNRCâ)
has carried out the evaluation of the performance of
the Board as a whole, functioning of the Committees of
the Board, individual Directors and the Chairman of the
Board, in accordance with the applicable provisions of
the Companies Act, 2013.
Detailed questionnaires were sent to the NRC
members. The performance of the Board was
evaluated on the basis of various criteria such as
composition of the Board, information flow to the board
and its dynamism, strategic issues, roles and functions
of the Board, relationship with the management,
engagement with the Board and external stakeholders
and other development areas. The performance of
the Committees was evaluated after seeking the
inputs of committee members on the criteria such
as understanding the terms of reference, Committee
composition, Independence, contributions to Board
decisions, etc. The performance of the individual
Directors was evaluated after seeking inputs from
all the Directors other than the one who is being
evaluated. The NRC committee was satisfied with the
overall performance of Board, Committee and all the
Directors.
a. STATUTORY AUDITORS:
M/s Chokshi & Chokshi LLP (Firm Registration
Number 101872W/W100045) were appointed
as Statutory Auditors of the Company in the
28tn Annual General Meeting held on September
30, 2024 by the Shareholders for a term of five
years commencing from FY 2025 and ending on
FY 2029 to hold office from the conclusion of the
Twenty-Eighth Annual General meeting until the
conclusion of the Thirty Third Annual General
Meeting.
Remarks on Qualification by Statutory
Auditors
The Statutory Auditors have submitted Audit
Reports with unmodified opinion on the Standalone
and Consolidated Financial Statements of the
Company for the year ended March 31, 2026.
The Notes on the Financials Statement referred
to in the Audit Report are self-explanatory and
therefore, do not call for any further explanation or
comments from the Board under Section 134(3)
(f) of the Act.
Further, there was no fraud in the Company, which
was required to be reported by Statutory Auditors
of the Company under sub-section (12) of Section
143 of Companies Act, 2013.
b. SECRETARIAL AUDITORS AND AUDITORSâ
REPORT:
The Board of Directors of the Company appointed
M/s. Rathi & Associates, Company Secretaries,
to conduct Secretarial Audit for the Financial year
2025-26.
The Secretarial Audit Report issued by
M/s. Rathi & Associates, Company Secretaries,
for the Financial Year 2025-26 in Form MR-3 is
annexed as âAnnexure 3" and forms a part of this
Report.
The Secretarial Audit Report for the financial year
2025-26 is self-explanatory and does not call for
any separate clarifications.
The Board has recommended their appointment
for approval of the Members at the ensuing
Annual General Meeting (AGM). A brief profile
and other relevant details of M/s. Rathi &
Associate is provided in the Notice convening
the ensuing AGM. M/s. Rathi & Associates has
consented to act as the Secretarial Auditor of the
Company and confirmed that their appointment,
if approved, would be within the limits prescribed
under the Companies Act, 2013 and SEBI LODR
Regulations. They have further confirmed that
they are not disqualified to be appointed as
the Secretarial Auditor under the applicable
provisions of the Act, rules made thereunder, and
SEBI Listing Regulations.
C. COST AUDIT AND COST RECORDS:
During the year under review, in accordance
with Section 148(1) of the Act, the Company has
maintained the accounts and cost records, as
specified by the Central Government. Such cost
accounts and records are subject to audit by
V. J. Talati & Co., Cost Accountants, FRN
R00213, Cost Auditors of the Company for
FY 2025-26. The Board has re-appointed V. J.
Talati & Co., Cost Accountants, FRN R00213
as Cost Auditors of the Company for conducting
cost audit for FY 2026-27. A resolution seeking
approval of the Shareholders for ratifying the
remuneration payable to the Cost Auditors for
FY 2026-27 is provided in the Notice of the
ensuing Annual General Meeting.
d. INTERNAL AUDITOR:
Pursuant to the provisions of section 138 of
the companies act, 2013 read with rule 13
of the companies (accounts) rules, 2014, as
amended, the board of directors, based on the
recommendation of the audit committee, had
re-appointed protiviti india member private limited
as the internal auditors of the company for the
financial year 2026-27.
The scope, functioning and authority of the
internal auditors are governed by the internal
audit plan and terms of reference approved
by the audit committee. The internal auditors
periodically review and evaluate the adequacy
and effectiveness of the company''s internal
control systems, risk management framework,
governance processes and compliance
mechanisms, and submit their observations and
recommendations to the audit committee for
,_____.review and necessary action.
5. REPORTING OF FRAUDS BY AUDITORS:
During the year, None of the Auditors of the Company
have reported any fraud under Section 143(12) of
the Companies Act, 2013 read with the rules made
thereunder to the Audit Committee or the Board of
Directors.
6. OTHER DISCLOSURES:
a. ANNUAL RETURN:
The Annual Return of the Company as on March
31, 2026 in accordance with the provision of
Section 92(3) and Section 134 of the Companies
Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014
will be available on the Companyâs website www.
karamtara.com.
b. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as required under the provisions
of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy,
technology absorption, foreign exchange earnings
and outgo etc. are furnished in Annexure 4 which
forms part of this Report.
C. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has in place Sexual Harassment
Policy and constituted Internal Complaints
Committee in line with the requirement of the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and the Company has complied with the same.
The following is the summary of the complaints
received and disposed off during the financial
vear 2025-26:
|
Sr. No. |
Particulars |
No. of |
|
1. |
Number of complaints of |
0 |
|
2. |
Number of complaints |
0 |
|
3. |
Number of cases pending |
0 |
d. PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE
(IBC), 2016
During the year, no application was filed against
the Company under the IBC, 2016.
e. VALUATION
During the year, there being no case of one-time
settlement with any bank or financial institution.
Therefore, the disclosure requirement prescribed
under Rule 8(5)(xii) of the Companies (Accounts)
Rules, 2014, relating to furnishing details of
differential valuation, is not applicable to the
Company.
f. HEALTH, SAFETY AND ENVIRONMENTAL
PROTECTION
Our Company has complied with health, safety
and environmental protection laws to the extent
applicable.
g. HUMAN RESOURCE DEVELOPMENT
Our Company firmly follows a well-established
approach of hiring and on boarding. Your
Company always encourages young personnel
with their ideas and views. Management is easily
accessible to the employees, and their problems
are attended promptly. The employer-employee
relations remained cordial at all levels of the
Company and peaceful throughout the year.
h. COMPLIANCE WITH SECRETARIAL
STANDARDS
The Company has devised proper systems
to ensure compliance with the provisions of
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and
your directors confirm compliance of the same
during the year.
i. COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT
ACT, 1961:
The Company is in compliance with respect to the
provisions relating to Maternity Benefit Act, 1961.
7. ACKNOWLEDGEMENTS AND APPRECIATION
The Board places on record its deep sense of
appreciation for the committed services by all the
employees of the Company. The Board would also like
to express its sincere appreciation for the assistance
and co-operation received from all the financial
institutions, banks, government and regulatory
authorities, customers, vendors and members during
the year.
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